UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                          _______________________
                                 FORM 10-K
      (Mark one)
  _x_     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934.  (FEE REQUIRED)
          For the fiscal year ended JANUARY 28, 2000

                                           OR

  ___     TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934.  (NO FEE REQUIRED)
          For the transition period from _____ to _____

                        Commission file number 1-9769

                               LANDS' END, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                36-2512786
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)
Lands'End Lane, Dodgeville, Wisconsin               53595
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code 608-935-9341
Securities registered pursuant to Section 12(b) of the Act:

Title of each class                           Name of each exchange
-------------------                            on which registered
Common Stock ($0.01 per value)               -----------------------
                                             New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the 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 __

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  ( X )

As of March 31, 2000, the aggregate market value of the Common Stock of the
registrant held by non-affiliates of the registrant was $738,944,810.

The number of shares of Common Stock ($0.01 par value) outstanding as of
March 31, 2000, was 30,209,440.

                 DOCUMENTS INCORPORATED BY REFERENCE

              Documents                       Form 10-K Reference

   Notice of 2000 Annual Meeting and          Part III, Items 10,
 Proxy Statement dated April 24, 2000           11, 12 and 13




                      Lands' End, Inc. & Subsidiaries
                                 Index To
                        Annual Report On Form 10-K
                      For Year Ended January 28, 2000

Part I.                                                               Page
   Item 1.   Business .............................................  3-10
             Executive Officers of the Registrant ................. 10-11
   Item 2.   Properties ........................................... 12-13
   Item 3.   Legal Proceedings ....................................    13
   Item 4.   Submission of Matters to a Vote of Security Holders ..    13

Part II.

   Item 5.   Market for Registrant's Common Equity and Related
               Shareholder Matters ................................    14
   Item 6.   Selected Consolidated Financial Data .................    15
   Item 7.   Management's Discussion and Analysis of Consolidated
               Financial Condition and Results of Operations ...... 16-26
   Item 8.   Consolidated Financial Statements and Supplementary
               Data ............................................... 27-48
   Item 9.   Changes in and Disagreements on Accounting and
               Consolidated Financial Disclosure...................    49

Part III.

   Item 10.  Directors and Executive Officers of the Registrant....    49
   Item 11.  Executive Compensation ...............................    49
   Item 12.  Security Ownership of Certain Beneficial Owners and
               Management .........................................    49
   Item 13.  Certain Relationships and Related Transactions .......    49

Part IV.

   Item 14.  Exhibits, Consolidated Financial Statement Schedules,
               and Reports on Form 8-K ............................    50
Signatures   ......................................................    51


















                                                                       2



                                  PART I.

Item 1.   Business

Lands' End, Inc., is a leading direct marketer of traditionally styled,
casual clothing for men, women and children, accessories, domestics, shoes
and soft luggage.  The company strives to provide products of exceptional
quality at prices representing honest value, enhanced by a commitment to
excellence in customer service and an unconditional guarantee.  The company
offers its products through multiple distribution channels consisting of
regular mailings of its monthly primary catalogs, prospecting catalogs,
specialty catalogs as well as through the Internet, its international
businesses, and its inlet and outlet retail stores.

The company's growth strategy has three key elements.  First, the company
seeks to increase sales through its multiple channels of distribution both by
expanding its customer base and by increasing sales to its existing customers
through improvements in its merchandise offerings and creative presentations.
Second, the company endeavors to generate additional sales by making targeted
mailings of its specialty catalogs to existing and prospective customers, and
by offering its products on the Internet.  Third, the company is actively
pursuing opportunities to apply its merchandising, marketing and order
fulfillment skills abroad by continuing its efforts to expand the customer
base through its operations in Japan, Germany, and the United Kingdom, and
also by launching new Web sites in additional countries using local
currencies and languages.

Date of Incorporation

The Registrant was incorporated in Illinois in 1963 and became a Delaware
corporation in 1986.

                           Catalogs and Marketing

Lands' End views each catalog issue as a unique opportunity to communicate
with its customers.  Products are described in visual and editorial detail in
which the company shares its view of the benefits and features of its
merchandise.  The catalogs use such techniques as background stories,
editorials, monthly publication and distinctive covers to stimulate the
reader's interest, combining a consistent theme with varying monthly
features.

                 Core, Specialty and International Segments

The company organizes and manages its businesses based on type of catalog,
which focuses on specific customer needs and markets served.  The company has
three operating segments consisting of core, specialty and international.
Worldwide, the company mailed approximately 236 million full-price catalogs,
including specialty catalogs, abridged issues and international catalogs.
Company catalogs are mailed to customers throughout the world, and products
are exported to more than 150 countries.  Fulfillment for these export sales
is handled through the company's Wisconsin facilities in the United States.





                                                                       3
                    Core Segment (U.S. Based Operations)

The core business segment consists of adult apparel offered through the
company's regular monthly and prospecting catalogs and its two tailored
catalogs - "First Person" for women and "Beyond Buttondowns" for men.
During fiscal 2000, the company mailed 11 issues of its regular monthly
(primary) catalog with an average of 143 pages per issue from its U.S. based
operations.

Each issue of the regular catalog offers certain basic product lines for
adult men and women (including knit shirts, sweaters, dress and sport shirts,
casual pants, dresses, skirts, accessories, and soft luggage) that customers
have come to expect.  The regular catalog also offers seasonal merchandise,
such as swimsuits, outerwear and holiday gifts.  In addition to the mailings
of the regular catalog, each year Lands' End generally mails two end-of-
season clearance catalogs, an interim catalog, and two additional holiday
catalogs.  The company mails an abridged version of its regular catalog to
prospective customers who are identified based on lists of magazine
subscribers and customers of other direct marketers and on lists compiled of
households meeting certain demographic criteria.  In addition, the company
identifies prospective new customers through its national advertising
campaign.

The company mails two tailored catalogs, First Person and Beyond Buttondowns.
In fiscal 1994, the company introduced Textures, which was revamped as First
Person Singular in fiscal 1997, and renamed First Person in fiscal 2000.
First Person features women's finely tailored clothing and accessories
suitable for the workplace.  Beyond Buttondowns was introduced in fiscal
1991, and offers fine tailored clothing and accessories for men.  In fiscal
2000, the company mailed five issues of its First Person catalog and six
issues of its Beyond Buttondowns catalog.

                              Specialty Segment

The specialty business segment consists of Kids, Corporate Sales (which
includes school uniforms) and Coming Home catalogs.  The specialty catalogs
have been developed over the years to target specific needs for additional
merchandise identified by customers.  Since fiscal 1991, the Kids catalog has
offered a collection of comfortable, casual clothing for children.  In fiscal
2000, the company mailed seven issues of its Kids catalog.

In fiscal 1994, Corporate Sales, the company's business-to-business catalog,
was introduced.  Corporate Sales offers quality products to groups, teams and
clubs or to companies that use Lands' End's merchandise for corporate
premiums or incentive programs.  The company's embroidery capabilities allow
for the design and monogram of unique logos or emblems for groups.  Early in
2000, Corporate Sales launched its transaction-enabled Web site.
Additionally, Corporate Sales is striving to build online custom stores for
individual companies for their own employees' use.  In fiscal 1998 a school
uniform catalog was introduced that targets the growing trend in many public
and private schools. In fiscal 2000, the company mailed four issues of its
Corporate Sales catalog, and two issues of its school uniform catalog.

Since fiscal 1991, the Coming Home catalog offers domestic products,
primarily bedding and bath items. In fiscal 2000, the company mailed six
issues of its Coming Home catalog.



                                                                       4
               International Segment (Foreign Based Operations)

The international business segment is represented by operations in Japan,
Germany and the United Kingdom.  Catalogs mailed in these countries are
written in the local languages and denominated in local currencies.  In the
fall of fiscal 2000, the company launched local Web sites in Japan, Germany
and the United Kingdom in their respective local currencies and native
languages.

In September 1991, the company launched its first United Kingdom (U.K.)
catalog.  In August 1993, the company opened a leased telephone order and
distribution center in Oakham, England, which allowed the company to fill
orders locally and greatly reduce delivery time to U.K. customers.
Construction of a new phone and distribution center in Oakham was completed
in the summer of 1998.  Seven issues of the U.K. catalog were mailed in
fiscal 2000.

In fall 1994, the company launched operations in Japan, and in fiscal 2000,
the company mailed eight issues of the Japanese catalog.  During fiscal 1998,
the company's phone center and administrative office moved to a larger
facility in Yokohama.  The distribution center moved to Fujieda from Maebashi
in fiscal 1997 to accommodate future growth.  Packages are delivered from
this warehouse in Fujieda which is managed by Lands' End's employees.

In August 1996, the company launched its first German catalog.  Eight issues
were mailed during fiscal 2000.  The company's phone center and
administrative functions operate from its Mettlach, Germany, offices.  Orders
are packed and shipped from the Lands' End  distribution center in Oakham,
England.

                Financial Information about business segments

See Note 12 to the Consolidated Financial Statements in Item 8 for segment
financial data.

The Internet

Lands' End offers its customers a variety of shopping options, including
shopping from its catalogs via toll-free telephone, mail, fax and through its
Internet site.  The Internet has allowed the company to attract new customers
and better serve existing customers.  More than 20 percent of our Internet
buyers are totally new to Lands' End.  The company offers online shopping,
and other services to its customers on its user-friendly Web site at
landsend.com.  According to the National Retail Federation, landsend.com is
the largest seller of apparel online.

The company had introduced two new shopping tools, Your Personal Model (TM) and
Oxford Express (TM), on its Web site in fiscal 1999.  Your Personal Model (TM)
enables women to build and store a 3-D model of their body type. The model
recommends outfits that flatter their body profiles and suggest sizes based
upon the measurement data supplied by the customer.  Similar to a helpful
sales person, Oxford Express (TM) prompts the online shopper to provide sizes,
fabrics, styles, collars, and cuff preferences.  A digital image of the shirt
appears, and customers can then order the shirt or change any feature to view
new options.



                                                                       5
Two new innovations at landsend.com were launched in fiscal 2000 with the
introduction of Lands' End Live (TM) and Shop With a Friend (TM).  Lands' End
Live (TM) allows customers to shop online with real-time assistance of a Lands'
End customer service representative by telephone or by electronic chat.  After
clicking on the Lands' End Live (TM) button, the customer enters their name and
telephone number, and an electronic signal is sent from their computer to a
Lands' End Live (TM) personal shopper.  The signal immediately calls back the
customer and connects them and the personal shopper simultaneously by telephone
and Internet browser.  Once connected, the customer and the personal shopper
can view the same Web pages simultaneously and forward Internet pages back and
forth to each other while conversing on the telephone.  A split screen feature
is available for the personal shopper to help customers compare products side
by side.

The other new feature, Shop With a Friend (TM), enables two people in separate
locations to shop online together.  The two shoppers are able to browse
landsend.com while viewing the same pages simultaneously.  Each shopper can
point to pages on the site and the same page will instantly appear on the
companion's screen, creating an interactive shopping adventure while being
states, even countries, apart.

In November 1999, we expanded our global Internet presence by launching sites
in Japan, Germany and the United Kingdom each of which feature Lands' End
Live (TM) and Shop With a Friend (TM).


The company was repeatedly cited by the media and industry experts as having
one of the most effective and innovative Web sites in the world, due to its
innovations and continued dedication to customer service.  Last year,
FORTUNE (R) magazine named Lands' End one of 10 American companies that "really
get it" when it comes to selling over the Internet.

Online customers at landsend.com can access the full line of Lands' End's
products year round.  Because the Internet lacks the same space constraints
as the catalog, the site offers off-season products not available in current
catalogs, such as swimsuits in the winter and outerwear during the summer.

The company will continue to make refinements to its Web site and to explore
the development of interactive shopping to meet its customers expectations.
However, marketing the company's products through regular and specialty
catalogs is expected to remain the primary means of communicating with
customers.

Customers

A principal factor in the company's success to date has been the development
of its own list of active customers, many of whom have been identified
through their response to the company's advertising.  At the end of fiscal
2000, the company's mailing list consisted of about 29 million persons,
approximately 6.2 million of whom are viewed as "current customers" because
they have made at least one purchase from the company within the last 12
months.  Also, 10.3 million customers have made at least one purchase from
the company within the last 36 months.  The company routinely updates and
refines this list prior to individual catalog mailings to monitor customer
interest as reflected in criteria such as the recency, frequency, dollar
amount, and product type of purchases.







                                                                       6
The company believes that its customer list has desirable demographic
characteristics and is well-suited to the products offered in the company's
catalogs.  A customer research survey conducted by the company in the United
States as of January 1999 indicated that approximately 52 percent of its
customers were in the 35-54 age group and had median incomes of $62,000.
This research indicated that approximately 90 percent of Lands' End customers
attended or graduated from college.  Their high academic achievement is
reflected in their occupations, with almost two-thirds in professional or
managerial positions.

Lands' End advertises its products internationally.  The advertising campaign
in the US consists of national, regional and local media, including network
television, 12 national cable television networks, and 25 consumer directed
magazines.  The advertising campaign has been developed to communicate the
Lands' End style message while reinforcing the existing attributes of the
brand.  The Corporate Sales division which sells embroidered products on a
business-to-business basis is promoted via 11 targeted business and trade
publications and trade shows.  The company's retail locations are advertised
on local radio and in daily newspapers in each of the respective markets.
Internationally the Lands' End subsidiaries in the UK, Japan, and Germany
advertise using a mixture of television, radio, print and out-of-home media
as appropriate and affordable throughout the countries.

The company is not dependent upon any single customer, or upon any single
group of customers, the loss of which would have a material effect on the
company.

Product Development

Lands' End designs traditional clothing, accessories, luggage and products
for the home that are classically inspired, simply styled and quality crafted
to meet the changing tastes of the company's customers.  The company aims to
maintain customer loyalty by developing new product offerings, improving
existing core products and reinforcing its value positioning.

The company continues to incorporate innovations in fabric, construction and
detail that add value and excitement and differentiate Lands' End from the
competition.  In order to ensure that products are manufactured to the
company's quality standards at reasonable prices, product managers, designers
and quality assurance specialists develop the company's own product.  They
specify the fibers, fabric, product construction and manufacturing source for
each item and are responsible for the styling and quality features of the
products.

The company's apparel, domestics (primarily bedding and bath items), soft
luggage and other products are produced worldwide by independent
manufacturers, except for a portion of our adult soft luggage, polartec
bedding, pet products, and polartec kids products that the company assembles.
Independent manufacturers are selected, monitored and coordinated by the
company's staff to assure conformity to strict standards of quality and of
business conduct.  The company believes the use of independent manufacturers
increases its production capacity and flexibility and reduces costs.







                                                                       7
During fiscal 2000, the company had purchase orders for merchandise from
about 360 domestic and foreign manufacturers, including intermediaries
(agents).  One manufacturer and one intermediary accounted for about 14
percent and 11 percent of the company's purchase order dollars, respectively,
in fiscal 2000.  The company would be subject to minimal risk in finding
alternative sourcing if this manufacturer and/or intermediary experiences
prolonged work stoppages or economic problems.

In fiscal 2000, 57 percent of our merchandise was imported, mainly from Asia,
Central America, South America and Europe.  The remaining 43 percent was made
in the United States. The company will continue to take advantage of
worldwide sourcing without sacrificing customer service or quality standards.
The availability and cost of certain foreign products may be affected by
United States and other countries' trade policies, economic events and the
value of the United States dollar relative to foreign currencies.

Order Entry and Fulfillment

The company attempts to simplify catalog and interactive shopping as much as
possible and believes that its fulfillment systems are among the best in the
world. Lands' End utilizes toll-free telephone numbers and its Web site for
customers to place orders, review product information, to request a catalog
or to seek assistance.  Approximately 80 - 85 percent of catalog orders are
placed by telephone, with the remainder from the Internet, mail and fax.
When it comes to taking an order in one of our six phone centers or over the
Web, there are more than 1,000 well-trained sales representatives on duty at
any one time to handle customer requests.  Additional services are provided
through the company's Web site, the use of AT&T language lines to serve
foreign customers and TDD (telephone device for the deaf).  The company's
three U.S. telephone centers are located in Dodgeville, Cross Plains and
Reedsburg, Wisconsin.  International telephone centers are located in Oakham,
England, Yokohama, Japan and Mettlach, Germany.

The company has achieved efficiencies in order entry and fulfillment that
permits the shipment of in-stock orders on the following day, except orders
requiring monogramming or inseaming, which typically require one or two extra
days.  The company's sales representatives enter orders into an on-line order
entry and inventory control system.  Computer processing of orders is
performed each night on a batch basis, at which time picking tickets are
printed with bar codes for optical scanning.  Inventory is picked based on
the location of individual products rather than orders, followed by
computerized sorting and transporting of goods to multiple packing stations
and shipping zones.  The computerized inventory control system also handles
the receipt of shipments from manufacturers, permitting faster access to
newly arrived merchandise, as well as the handling of items returned by
customers.

Domestically, orders are generally shipped by United Parcel Service (UPS) at
various tiered rates charged to customers dependent upon the total dollar
value of each order.  Other expedited delivery services are available at
additional charges.  Domestically, the company utilizes a two-day UPS service
at standard rates, enhancing its customer service.  Similar service is
offered in International markets.






                                                                       8
Merchandise Liquidation

Liquidations, sales of overstocks and end-of-season merchandise at reduced
prices, were approximately 12 percent, 10 percent and 8 percent of net sales
in fiscal 2000, 1999 and 1998, respectively.  A majority of liquidation sales
were made through catalogs and other print media.  The balance was sold
principally through the company's Web site and its outlet and inlet retail
stores.

Competition

The company's principal competitors are other catalog companies and retail
stores, including specialty shops and department stores.  The company may
also face increased competition from other retailers as the number of
television shopping channels and the variety of merchandise offered through
electronic media increase.  The apparel retail business in general is
intensely competitive.  Lands' End competes principally on the basis of
merchandise value (quality and price), its established customer list and
customer service, including fast order fulfillment, its unconditional
guarantee ("GUARANTEED PERIOD" (R)), and its services and information provided
at its user-friendly Web site.

The company is one of the leading catalog companies in the U.S.  The company
attributes the growth in the catalog industry to many factors including
customer convenience, widespread use of credit cards, the use of toll-free
telephone lines, customers having less time to shop in stores, and purchasing
of product online through the Internet.  At the same time, the catalog
business is subject to uncertainties in the economy, which result in
fluctuating levels of overall consumer spending.  Due to the lead times
required for catalog production and distribution and for product development,
catalog retailers may not be able to respond as quickly as traditional
retailers in an environment of rapidly changing prices.  In the future,
e-commerce growth should continually reduce lead times that are required by
catalogs and decrease operating costs incurred in creating, printing and
mailing catalogs.

Trademarks

The company uses the trademarks of "Lands' End" and "Coming Home" on products
and catalogs.  Some of the trademarks used in the catalogs include "Super-T"
shirts, "Squall" jackets and "Drifter" sweaters.  "Lands' End Live", "Shop
With a Friend", "Oxford Express" and "Your Personal Model" are trademarks
associated with personalized customer services offered through the company's
Web site.  With the exception of "Lands' End" and "Coming Home," the company
believes that loss or abandonment of any particular trademark would not
significantly affect its business.

Seasonality of Business

The company's business is highly seasonal.  Historically, a disproportionate
amount of the company's net sales and a majority of its profits have been
realized during the fourth quarter.  If the company's sales were materially
different from seasonal norms during the fourth quarter, the company's annual
operating results could be materially affected.  In addition, as the company
continues to refine its marketing efforts by experimenting with the timing of
its catalog mailings, quarterly results may fluctuate.  Accordingly, results
for the individual quarters are not necessarily indicative of the results to
be expected for the entire year.

                                                                       9
Employees

The company believes that its skilled and dedicated workforce is one of its
key resources.  Employees are not covered by collective bargaining
agreements, and the company considers its employee relations to be very
positive.  As a result of the highly seasonal nature of the company's
business, the size of the company's workforce varies, ranging from
approximately 7,400 to 9,600 individuals in fiscal 2000.  During the peak
winter season of fiscal 2000, nearly 5,000 of the company's approximately
9,600 employees were temporary employees.

Executive Officers of the Registrant

The following are the executive officers of the company:

David F. Dyer, 50, is President, Chief Executive Officer and member of the
board of directors since rejoining the company in October 1998.  In 1989, Mr.
Dyer entered the employ of the company as Managing Director of Home
Furnishings, became Executive Vice President of Merchandising in 1990, and
was named Vice Chairman, Merchandising and Sales in 1993.  He was a director
of the company from 1991 until August 1994.  Mr. Dyer was president and chief
operating officer of the Home Shopping Network from August 1994 until August
1995, at which time he became an independent catalog/retail consultant, most
recently with the Texas Pacific Group and the J. Crew Group.  From 1972 to
1989, Mr. Dyer was employed at Burdine's, a specialty retail chain, where he
served as Senior Vice President of Marketing and General Merchandising
Manager of Women's Apparel, Accessories and Cosmetics.

Lee Eisenberg, 53, is Executive Vice President and Creative Director since
joining the company in February 1999.  Since May 1995, Mr. Eisenberg was with
TIME Magazine as Editor/Creative Development. In this capacity, he was
involved in the launch of TIME for Kids.  Mr. Eisenberg began his career at
Esquire magazine in 1970, and went on to serve as their top editor.

Mindy Meads, 48, is Executive Vice President of Merchandising and Design,
since rejoining the company in December 1998.  Ms. Meads originally joined
the company in 1991 as Vice President and Group Merchandising Manager for the
women's apparel division and, in 1994, the men's and coed groups were added
to her responsibilities.  In January 1995, she was named Senior Vice
President, Merchandising and Design.  She left the company in 1996 to join
Gymboree Corporation in San Francisco as their Senior Vice President and
General Merchandise Manager.  Before first joining Lands' End, Ms. Meads was
Merchandise Manager for The Limited.  Before The Limited, she had a 12-year
tenure with R. H. Macy & Company of New York where she rose to Senior Vice
President, Merchandise.

Stephen A. (Chip) Orum, 54, is Executive Vice President and Chief Financial
Officer, titles held since January 1999.  Mr. Orum joined the company as Vice
President and Chief Financial Officer in June 1991.  He was appointed Senior
Vice President and Chief Financial Officer in February 1993 and became
Executive Vice President and Chief Operating Officer, in addition to Chief
Financial Officer, in October 1994.  From 1994 until January 1999, Mr. Orum
served as Executive Vice President and Chief Operating Officer.  Prior to
joining Lands' End, Mr. Orum was employed by Jos. A. Bank Clothiers, Inc.
since 1982 in various capacities, reaching the position of Executive Vice
President and Chief Financial Officer.



                                                                       10

Francis P. Schaecher, 52, is Senior Vice President of Operations.  Mr.
Schaecher joined the company in 1982 as Operations Manager.  He served as
Vice President of Operations from 1983 until 1990, at which time he assumed
his present position.

All executive officers serve at the pleasure of the Board of Directors.

There is no family relationship between any of the executive officers of the
company.  None of the company's directors or executive officers were involved
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) nor was any such person a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment decree or final order
enjoining future violations of or  prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.










































                                                                       11
Item 2.  Properties

The following table sets forth certain information of the company and its
subsidiaries relating to their principal facilities as of January 28, 2000.
None of these properties is subject to mortgage or collateral assignment.

                                                               Type of
Location                                                       Interest
  Domestic Properties:
    Wisconsin:
      Warehouses in Dodgeville and Reedsburg                    Owned
        Phone centers and offices in Dodgeville,
          Cross Plains and Reedsburg                            Owned
        Activity Center in Dodgeville                           Owned
        Hangars in Madison and Mineral Point                    Owned
        Inlet (A) stores in Brookfield, Fox Point
          and Madison                                           Leased
        Outlet stores in Madison, Oshkosh, and Dodgeville       Leased

    Iowa:
      Manufacturing plants in West Union and Elkader            Owned
    Illinois:
      Outlet stores in Evanston (C), Lombard, Niles,
        Schaumburg, Champaign and Springfield                   Leased
    Minnesota:
      Inlet (A) stores in Richfield and Minnetonka
        and Woodbury                                            Leased
      Travelers Inlet Store (B) at the Minneapolis/
        St. Paul International Airport                          Leased

    New York:
      Inlet (A)-store in Rochester                              Leased

  International Properties:
    United Kingdom:
      Warehouse, phone center, outlet store, and offices
        in Oakham                                               Owned
      Outlet store in Maidenhead, Bishop Centre
        Shopping Center                                         Leased
      Sourcing office in London                                 Leased
    Japan:
      Warehouse in Fujieda City                                 Leased
      Offices and phone center in Yokohama                      Leased
    Germany:
      Offices and phone center in Mettlach                      Leased
    Portugal:
      Sourcing office in Maia                                   Leased

The company believes that its facilities are in good condition, well
maintained and suitable for their intended uses.  In the fall of 2000, the
company plans on expanding the Corporate Sales business by building a new
facility in Stevens Point, Wisconsin.





                                                                       12
  (A)  The company introduced its "inlet" (originally known only as outlet)
concept during fiscal 1997.  The "inlet" store enhances the
additional outlet "overstock" store and offers face-to-face catalog
shopping within a store.  The "inlet" stores carry a limited
selection of Lands' End signature items at regular catalog prices,
along with expanded customer service that catalog customers have
come to expect.

  (B)  The Traveler's Inlet is located at the Minneapolis/St. Paul
International Airport and carries only full-price merchandise and
offers special services to travelers.

  (C)  The Evanston outlet store was closed as of January 29, 2000.


Item 3.  Legal Proceedings

  There are no material legal proceedings presently pending, except for
  routine litigation incidental to the business, to which the company is a
  party or of which any of its property is the subject.

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

  No matters were submitted to a vote of security holders during the fourth
  quarter of the fiscal year ended January 28, 2000.





































                                                                       13
                                  PART II.

Item 5.   Market for Registrant's Common Equity and Related Shareholder
          Matters

   Market Information

   The common stock of the company is listed and traded on the New York
   Stock Exchange.  The stock tables in most daily newspapers list the
   company as "LandsE".  Ticker symbol: LE.  See Note 14 "Consolidated
   quarterly analysis" for information on the high and low stock prices of
   the company's common stock.  The closing price of the company's stock on
   the New York Stock Exchange on March 31, 2000, (the record date) was
   $61.3125 per share.

   Shareholders

   As of March 31, 2000, the number of shareholders of record of common
   stock of the company was 2,048.  This number excludes shareholders whose
   stock is held in nominee or street name by brokers.

   Dividends

   See Item 7 "Liquidity and capital resources" of Management's Discussion
   and Analysis for the company's decision not to pay cash dividends during
   fiscal years 2000, 1999 and 1998.

































                                                                     14

<TABLE>
Item 6.  Selected Consolidated Financial Data

    FIVE-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)
    Lands' End, Inc. & Subsidiaries
    (In thousands, except for share data)
<CAPTION>

    Fiscal Year                  2000        1999        1998        1997         1996
<S>                           <C>         <C>         <C>         <C>          <C>

    Income statement data:
    Net sales                 $1,319,823  $1,371,375  $1,263,629  $1,118,743   $1,031,548
    Pretax income                 76,244      49,500     101,825      84,919       50,925
    Percent to net sales             5.8%        3.6%        8.1%        7.6%         4.9%
    Net income                    48,034      31,185      64,150      50,952       30,555

    Per share of common stock:
    Basic earnings per share       $1.60       $1.02       $2.01       $1.54        $0.89
    Diluted earnings per share     $1.56       $1.01       $2.00       $1.53        $0.89
    Cash dividends per share           -           -           -           -            -
    Common shares outstanding     30,149      30,142      30,979      32,442       33,659

    Balance sheet data:
    Current assets             $ 289,408   $ 294,303   $ 299,146   $ 272,039    $ 222,089
    Current liabilities          150,872     205,283     182,013     145,566      114,744
    Property, plant, equipment
      and intangibles, net       166,788     161,616     134,326     106,006      101,408
    Total assets                 456,196     455,919     433,472     378,045      323,497
    Noncurrent liabilities         9,117       8,133       8,747       9,474        7,561
    Shareholders'investment     296,207     242,503     242,712     223,005       201,192

    Other data:
    Net working capital        $ 138,536    $ 89,020    $117,133    $126,473    $ 107,345
    Capital expenditures          28,013      46,750      48,228      17,992       14,780
    Depreciation and
      amortization expense        20,715      18,731      15,127      13,558       12,456
    Return on average
      Shareholders'investment        18%         13%         28%         24%          16%
    Return on average assets         11%          7%         16%         15%          10%

    </TABLE>



                                                                            15
Item 7.  Management's Discussion and Analysis of Consolidated Financial
         Condition and Results of Operations

The company planned fiscal year 2000 as a transition year in which it
reduced unprofitable mailings, reduced expenses and liquidated excess
inventory to prepare for a reinvigorated and new merchandise offering.

For fiscal 2000, sales declined 3.8 percent.  The decrease in net sales
was primarily from the company's core business segment, offset in part by
growth in the specialty business.  Net income increased 54 percent to $48
million in fiscal 2000.  Net income includes an after-tax non-recurring
credit of $1.1 million for fiscal 2000, compared with an after-tax non-
recurring charge of $7.9 million in fiscal 1999.

Consolidated statements of operations presented as a percentage of net
sales:
                                       For the period ended
                              -------------------------------------
                              January 28,  January 29,  January 30,
                                 2000         1999         1998

Net sales                        100.0%       100.0%       100.0%

Cost of sales                     55.1         55.0         53.4

Gross profit                      44.9         45.0         46.6

Selling, general and
  administrative expenses         39.0         39.7         38.8
Non-recurring charge (credit)     (0.1)         0.9            -

Income from operations             6.0          4.4          7.8
Interest income (expense), net    (0.1)        (0.6)           -
Gain on sale of subsidiary           -            -          0.6
Other                             (0.1)        (0.2)        (0.3)

Income before income taxes         5.8          3.6          8.1
Income tax provision               2.2          1.3          3.0

Net income                         3.6%         2.3%         5.1%


Segment net sales

                 Jan. 28, 2000      Jan. 29, 1999      Jan. 30, 1998
(Amounts in            % of Net           % of Net           % of Net
millions)        Amount  Sales      Amount  Sales      Amount  Sales

Core             $  780    59%      $  861    63%      $  825    66%
Specialty           397    30%         364    27%         307    24%
International       143    11%         146    10%         132    10%
 Total net
  sales          $1,320   100%      $1,371   100%      $1,264   100%







                                                                    16
Segment Income (loss) before income taxes

                 Jan. 28, 2000     Jan. 29, 1999      Jan. 30, 1998
(Amounts in            % of Net           % of Net          % of Net
millions)        Amount  Sales     Amount   Sales     Amount  Sales

Core             $ 33    2.5 %     $ 27     2.0 %     $ 59     4.7%
Specialty          43    3.3 %       23     1.7 %       30     2.4%
International       2    0.2 %        5     0.3 %        8     0.6%
Other              (2)  (0.2)%       (5)   (0.4)%        5     0.4%
 Income before
  income taxes   $ 76    5.8 %     $ 50     3.6 %     $102     8.1%



Results of operations for fiscal 2000, compared with fiscal 1999

Net sales decreased by 3.8 percent

Net sales for the year just ended totaled $1.320 billion, compared with
$1.371 billion in the prior year, a decrease of 3.8 percent.  This
decrease was greater than anticipated, even with the planned reduction in
catalog pages mailed during the year.  The specialty business segment had
the strongest performance for fiscal 2000, with sales up about 9 percent
to $396.3 million, due in large part due to another successful year for
our Corporate Sales business-to-business division, which now accounts for
about $140 million in sales.  Sales for the core business segment were
$780.3 million, down 9 percent from the prior year, due largely to an 18
percent page circulation reduction.  Sales for the international business
segment were $143.2 million, slightly down from $146 million last year.
Lower inventory levels throughout the year resulted in a first-time
fulfillment of about 88 percent.

Sales for November and December, the two most important months of our
critical holiday season, were down almost 15 percent from the prior year.
This was due principally to the planned strategy of mailing fewer catalog
pages to reduce unprofitable mailings, the elimination of a full-size
catalog at Thanksgiving time, and a lower level of liquidation sales
compared with the prior year when catalog mailings and promotional
pricing were aggressively increased to clear excess inventory.  In
January, the company traditionally mails its January full-price primary
catalog, as well as an end-of-season clearance catalog.  This year these
two mailings were combined into one book, with only a small presentation
devoted to full-price merchandise, resulting in a 30 percent page
reduction and a 24 percent decline in sales for the month of January.

Our Internet sales at landsend.com more than doubled in fiscal 2000, with
sales of $138 million, compared with $61 million in fiscal 1999. We
continue to find that more than 20 percent of our Internet buyers are new
to Lands' End, and believe this channel will continue to be an important
growth opportunity for us.










                                                                    17
Gross profit margin

Gross profit for the year just ended was $593 million, or 44.9 percent of
net sales, compared with $617 million, or 45.0 percent of net sales, for
the prior year.  During the first nine months of fiscal 2000, gross
profit margin was running well below the prior year, due primarily to a
higher level of liquidated merchandise sales at steeper markdowns.
However, in the fourth quarter, gross profit margin was strong due to
higher initial margins as a result of improved sourcing and the lower
level of liquidations.  Liquidations were about 12 percent of total net
sales in fiscal 2000, compared with 10 percent in the prior year.

In fiscal 2000, the cost of inventory purchases was down 2.7 percent,
compared with inflation of 0.5 percent in fiscal 1999.  This reduction
was a result of deflation, as well as more efficient negotiations with
our suppliers.  As a result, the LIFO reserve was reduced by $5.9 million
in fiscal 2000.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses decreased 5.3 percent
to $515 million in fiscal 2000, compared with $544 million in the prior
year.  The decrease was due to a reduction in the number of catalog pages
mailed, somewhat offset by relatively higher fulfillment costs.  As a
percentage of sales, SG&A was 39.0 percent in fiscal 2000 and 39.7
percent in the prior year.  The decrease in the SG&A ratio was primarily
the result of the reduction in the number of pages mailed and greater
overall catalog productivity (sales per page).  The number of full-price
catalogs mailed totaled 236 million in fiscal 2000, down 9 percent from
the prior year, while the total number of pages mailed decreased by about
17 percent.

The cost of producing and mailing catalogs represented about 37 percent
and 43 percent of total SG&A in fiscal 2000 and 1999, respectively.

Depreciation and amortization expense was $20.7 million, up 10.6 percent
from the prior year, related primarily to additional computer hardware
and software, and buildings.  Rental expense was $15.5 million, down 0.8
percent from fiscal 1999, as a result of three store closings.

Utilization of credit lines decreased

Inventory decreased to $162 million in fiscal 2000, down 26 percent from
$220 million in the prior year.  As a result of lower inventory levels
and reduced purchases of treasury stock, borrowing decreased under our
short-term lines of credit. Interest expense decreased to $1.9 million in
fiscal 2000, compared to $7.7 million in fiscal 1999. We spent $28
million in capital expenditures and purchased about $4.5 million in
treasury stock.  Our lines of credit peaked at $53 million in fiscal
2000, compared with a peak of $257 million in the prior year.  At January
28, 2000, the company's foreign subsidiaries had short-term debt
outstanding of $11.7 million and domestic operations had no outstanding
borrowings.  No long-term debt was outstanding at fiscal year-end 2000.





                                                                    18

Net income increased

Net income for fiscal 2000 was $48.0 million, up 54 percent from the
$31.2 million earned in fiscal 1999.  Diluted earnings per share for the
year just ended were $1.56, compared with $1.01 per share for the prior
year.  In the third and fourth quarters of fiscal 1999, the company had
after-tax non-recurring charges of $0.9 million and $7.0 million,
respectively, or $0.26 per share for the entire fiscal year. Fiscal 2000
includes an addition to after-tax net income of $1.1 million, or $0.04
per share, from the reversal of a portion of that non-recurring charge.
Before the effect of these adjustments, net income for the year just
ended was $46.9 million, or $1.52 per diluted share, compared with fiscal
1999 net income of $39.1 million, or $1.27 per share.  The diluted
weighted average number of common shares outstanding was 30.9 million for
fiscal 2000 and 30.8 million for fiscal 1999.

Segment results

The company has three business segments consisting of Core (regular
monthly and prospecting catalogs, First Person, and Beyond Buttondowns),
Specialty (Kids, Corporate Sales, and Coming Home catalogs) and
International (foreign-based operations in Japan, United Kingdom and
Germany).  "Other" includes corporate expenses, intercompany
eliminations, other income and deduction items that are not allocated to
segments.  (See Note 12.)

The core segment's net sales were $780.3 million or 59 percent of total
net sales in fiscal 2000, which represent a decrease of $80.6 million
from the prior year.  Within the core operating segment, sales from the
monthly and prospecting full-price catalogs were down from the prior year
due principally to a planned reduction in circulation and pages mailed.
Total pages circulated were down 18 percent in the core segment.

The specialty segment's net sales were $396.3 million or 30 percent of
total net sales in fiscal 2000, which represents an increase of $31.8
million from the prior year.  This sales increase was mainly from our
Corporate Sales business-to-business division.

The international segment's net sales were $143.2 million or 11 percent
of total net sales in fiscal 2000, which represents a decrease of $2.7
million from the prior year.  The decrease was due mainly to lower sales
for the United Kingdom and Japan.

Income (loss) before income taxes for the segments were:  core increased
by $5.4 million to $32.7 million in fiscal 2000 from $27.3 million in the
prior year; specialty increased by $20.1 million to $43.1 million in
fiscal 2000 from $23.0 million in the prior year; and international
decreased by $2.4 million to $2.3 million in fiscal 2000 from $4.7
million last year.  The core and specialty segments' increase in income
before income taxes was primarily the result of the company's strategy to
reduce circulation and focus on catalog productivity.  In addition, both
core and specialty segments incurred non-recurring credits of $0.5
million and $1.3 million, respectively.  This compares to fiscal 1999 non-
recurring charges of $7.6 million and $5.0 million allocated to core and
specialty, respectively.  International's decrease in income before
income taxes was attributed mainly to its sales decrease in the United
Kingdom and Japan.



                                                                    19
Adoption of SFAS 133

The company adopted SFAS 133 at the beginning of the third quarter of
fiscal 2000.  For the company's cash flow hedges, changes in fair value
are recognized in shareholder's investment as other comprehensive income
to the extent determined to be effective until the hedged item is
recognized in earnings.  For fiscal 2000, $0.6 million of gains were
included in other comprehensive income.  Prior to the adoption of SFAS
133 for fiscal 2000, $0.7 million of losses were recognized in other
expenses. For fiscal 2000, $0.8 million of losses were recognized in
other expenses compared to $1.9 million of losses in fiscal 1999.
Pursuant to this standard, the ineffective portion of cash flow hedges,
as well as certain changes related to the company's option contracts, are
reflected in earnings as the changes occur. These changes resulted in a
$0.1 million non-cash charge for fiscal 2000. Results of operations will
continue to be affected by changes in fair value for these contracts, the
amount and timing of which cannot be predicted.


Results of operations for fiscal 1999, compared with fiscal 1998

Net sales grew by 8.5 percent

Net sales for fiscal 1999 totaled $1.371 billion, compared with $1.264
billion in the prior year, an increase of 8.5 percent.  The increase in
sales was due primarily to additional catalogs and pages mailed to
customers.  The growth in sales came from all of the company's operating
segments.  In fiscal 1999, our company expanded the number of reported
operating segments to three:  core, specialty and international. Prior to
this, only domestic and foreign segments were disclosed.  (See Note 12.)

Within the core operating segment, sales from the monthly and prospecting
full-price catalogs were down from the prior year despite an increase in
pages circulated.  The specialty segment has a higher operating profit
compared with the core and international segments, due principally to
higher gross profit margins and relatively lower costs of catalog
advertising.

Fiscal 1999 inventory was $220 million, down 9 percent from $241 million
in fiscal 1998.  Inventory throughout most of the year was higher as we
experienced softening sales, especially in the third quarter.  To correct
this, we instituted price rollbacks, price reductions and some
promotional pricing in the fourth quarter.  This helped increase sales,
but also had a negative effect on the gross profit margin.  Higher
inventory levels throughout the year allowed the company to achieve a
first-time fulfillment of 91 percent.

Gross profit margin decreased

Gross profit for fiscal 1999 was $617 million, or 45.0 percent of net
sales, compared with $588 million, or 46.6 percent of net sales, for the
prior year.  The decrease in gross profit margin was due primarily to
more steep markdowns on higher sales of liquidated merchandise,
especially in the fourth quarter when we aggressively addressed our
overstock situation, as well as from lower initial markups.  Liquidations
were about 10 percent of total net sales in fiscal 1999, compared with 8
percent in the prior year.



                                                                  20
In fiscal 1999, inflationary pressure was low, and costs of inventory
purchases increased 0.5 percent, compared with 1.2 percent in fiscal
1998.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses rose 11.1 percent to
$544 million in fiscal 1999, compared with $490 million in the prior
year. As a percentage of sales, SG&A was 39.7 percent in fiscal 1999 and
38.8 percent in fiscal 1998.  The increase in the SG&A percentage was
mainly the result of lower productivity in the catalogs due to an
increase in pages and catalogs mailed and a weaker response from
customers.  Additional factors increasing the SG&A percentage were
relatively higher salaries and benefits, higher Year 2000 expenses, and
increased investment in the Internet site.  This was partially offset by
lower bonus and profit-sharing expense due to lower profitability.  The
number of full-price catalogs mailed totaled 259 million in fiscal 1999,
up 12 percent from the prior year, while the total number of pages mailed
increased by about 10 percent.

Over the past two years, catalog circulation had increased 22 percent and
page circulation by 38 percent.  This level of circulation was due in
part to our efforts to clear excess inventory in the fourth quarter.
Starting with fall of 1999, we will circulate fewer catalogs and pages to
reduce less profitable mailings.  This will have a negative effect on
sales growth, but is expected to have a positive impact on operating
profit margins by increasing catalog productivity, or sales per page.

The cost of producing and mailing catalogs represented about 43 percent
and 41 percent of total SG&A in fiscal 1999 and 1998, respectively.

Depreciation and amortization expense was $18.7 million, up 23.8 percent
from the prior year, primarily because of additional equipment, computer
hardware and software, and buildings.  Rental expense was $15.6 million,
up 15.7 percent, due mainly to increased computer-related rentals.

In fiscal 1999, we recorded a non-recurring charge of $12.6 million.
This charge includes costs associated with severance payments due to
organizational changes, liquidation of the Willis & Geiger division,
closing of three outlet stores and the termination of a licensing
agreement with MontBell Co. Ltd.

Utilization of credit lines increased

Because of higher inventory levels and lower profits throughout the year,
there was additional borrowing under our short-term lines of credit,
increasing our interest expense to $7.7 million in fiscal 1999.  In
addition, we spent $47 million in capital expenditures and purchased
about $36 million in treasury stock.  Our lines of credit peaked at $257
million in October 1998, compared with a peak of $118 million in the
prior year.  At January 29, 1999, the company's foreign subsidiaries had
short-term debt outstanding of $17.1 million and domestic operations had
borrowings of $21.8 million.  No long-term debt was outstanding at
January 29, 1999.





                                                                    21
Net income decreased

Net income for fiscal 1999 was $31.2 million, down 51 percent from the
$64.2 million earned in fiscal 1998.  Diluted earnings per share for
fiscal 1999 were $1.01, compared with $2.00 per share for the prior year.
The diluted weighted average number of common shares outstanding was 30.8
million for fiscal 1999 and 32.1 million for fiscal 1998.

The fiscal 1999 results include an after-tax non-recurring charge of $7.9
million, or $0.26 per share.  In the first quarter of fiscal 1998 the
company had an after-tax gain of $4.9 million, or $0.15 per share, from
the sale of its majority interest in The Territory Ahead.  Before the
effect of these adjustments, net income for fiscal 1999 was $39.1
million, or $1.27 per share, compared with $59.2 million, or $1.85 per
share, in fiscal 1998.

Segment results

The core segment's net sales were $860.9 million or 63 percent of total
net sales in fiscal year 1999, which represents an increase of $36.0
million from the prior year.  Within the core operating segment, sales
from the monthly and prospecting full-price catalogs were down from the
prior year despite an increase in pages circulated.

The specialty segment's net sales were $364.6 million or 27 percent of
total net sales in fiscal year 1999, which represents an increase of
$57.6 million from the prior year.  The specialty segment has a higher
operating profit, compared with the core and international segments, due
principally to higher gross profit margins and relatively lower catalog
advertising costs.

The international segment's net sales were $145.9 million or 10 percent
of total net sales in fiscal year 1999, which represents an increase of
$14.1 million from the prior year.

Income before income taxes for the segments was: core decreased by $32.1
million to $27.3 million in fiscal year 1999 from $59.4 million in the
prior year; specialty decreased by $7.2 million to $23.0 million in
fiscal year 1999 from $30.2 million in the prior year; and international
decreased by $3.0 million to $4.7 million in fiscal year 1999 from $7.7
million in the prior year.  The decreases in the segments' income before
income taxes were the result of steep markdowns on a higher portion of
liquidated merchandise, and higher expenses resulting from lower
productivity of the catalogs.  In fiscal 1999, both the core and
specialty segments incurred non-recurring charges of $7.6 million and
$5.0 million, respectively.

The Christmas season is our busiest

Our business is highly seasonal.  The fall/winter season is a five-month
period ending in December.  In the longer spring/summer season, orders
are fewer and the merchandise offered generally has lower unit selling
prices than products offered in the fall/winter season.  As a result, net
sales are usually substantially greater in the fall/winter season, and
SG&A as a percentage of net sales is usually higher in the spring/summer
season.  Additionally, as we continue to refine our marketing efforts by
experimenting with the timing of our catalog mailings, quarterly results
may fluctuate.

                                                                    22
Nearly 34 percent of our annual sales came in the fourth quarter of
fiscal 2000, compared to about 40 percent in fiscal 1999.  Approximately
59 percent and 82 percent of before-tax profit was realized in the same
quarter of fiscal 2000 and 1999, respectively.

Liquidity and capital resources

To date, the bulk of our working capital needs have been met through
funds generated from operations and from short-term bank loans.  Our
principal need for working capital has been to meet peak inventory
requirements associated with our seasonal sales pattern.  In addition,
our resources have been used to make asset additions and purchase
treasury stock. During fiscal 2000 we entered into a new domestic credit
facility providing unsecured credit totaling $200 million.  As of
January 28, 2000, the only reduction of this facility was $28.7 million
of outstanding letters of credit.  The company also maintains foreign
credit lines for use in foreign operations totaling the equivalent of
approximately $54 million, of which $11.7 million was used at January 28,
2000.

Since fiscal 1990, the company' board of directors has authorized the
purchase of a total of 12.7 million shares of the company's common stock.
A total of 0.1 million, 1.1 million and 1.5 million shares have been
purchased in the fiscal years ended January 28, 2000, January 29, 1999
and January 30, 1998, respectively.  As of January 28, 2000, 11.6 million
shares have been purchased, and there is a balance of 1.1 million shares
authorized to be purchased by the company.

The board of directors from time to time evaluates its dividend practice.
Given our current authorization to buy back additional shares, the
payment of cash dividends is not planned for the foreseeable future.

Capital investment

Capital investment was about $28 million in fiscal 2000.  Major projects
included computer hardware and software and distribution center
equipment.

In the coming year, we plan to invest about $50 million in capital
expenditures, investing primarily in our information technology.  We
believe that our cash flow from operations and borrowings under our
current credit facilities will provide adequate resources to meet our
capital requirements and operational needs for the foreseeable future.

Other matters

Year 2000

We began to address the Year 2000 issue (possibility that some date-sensitive
computer software will not correctly process two-digit year references and
other date-related functions) in 1996, and established a Year 2000 project
office in 1997.  The project office worked with our information systems
department and outside consultants to identify and assess the Year 2000
readiness of our internal computer systems and microprocessors and, where
appropriate, to remediate and test them.  The project office also worked with
our buyers, quality assurance and other personnel to assess the readiness of
our suppliers.


                                                                    23
We completed substantially all the identification, assessment, remediation
and testing of significant internal systems (mainframe, mid-range and
personal computers, and embedded hardware and software in our warehouses and
other operations) by the fourth quarter of 1999, and have encountered no
material Year 2000-related problems in those systems.  We have also
encountered no material problems in the ability of our product vendor and
supply base to deliver goods and services.  Although we believe no further
significant Year 2000 contingencies exist, contingency plans developed
throughout 1999 remain available for implementation in the event such
problems were to develop.

Cost:  The total cost of our Year 2000 efforts is expected to be
approximately $21 million, which is being expensed as incurred except for
$1.2 million of hardware replacement costs that has been capitalized.  About
$3.4 million of the total amount was incurred through the end of fiscal 1998.
An additional $8.9 million was spent in fiscal 1999, and $8.7 million was
incurred in fiscal 2000.  We currently expect total expenditures of less than
$100,000 in fiscal 2001.  The timing and amount of these future expenditures
are forward-looking and subject to uncertainties relating to our ongoing
assessment of the Year 2000 issue, as well as the occurrence and response to
any problem that may arise.  Our Year 2000 expenses have been part of our
annual budgets for information services.  Accordingly, other technology
development projects have been delayed to the extent that resources have been
devoted to the Year 2000 project.

Market risk disclosure

The company uses derivative instruments to hedge, and therefore attempts to
reduce its exposure to the effects of currency fluctuations on cash flows.
The company is subject to foreign currency risk related to its transactions
with operations in the United Kingdom, Japan, Germany and with foreign third-
party vendors.  The company's foreign currency risk management policy is to
hedge the majority of merchandise purchases by foreign operations and from
foreign third-party vendors, which includes forecasted transactions, through
the use of foreign exchange forward contracts and options to minimize this
risk.  The company's policy is not to speculate in derivative instruments
for profit on the exchange rate price fluctuation, trade in currencies for
which there are no underlying exposures, or enter into trades for any
currency to intentionally increase the underlying exposure.  Derivative
instruments used as hedges must be effective at reducing the risk associated
with the exposure being hedged and must be designated as a hedge at the
inception of the contract.

As of January 28, 2000, the company had net outstanding foreign currency
forward contracts totaling about $46 million and options totaling $4
million. Based on the anticipated cash flows and outflows for the next 12
months and the foreign currency derivative instruments in place at
January 28, 2000, a hypothetical 10 percent strengthening of the U.S. dollar
relative to all other currencies would adversely affect the expected fiscal
2001 cash flows by $2.1 million.

The company is subject to the risk of fluctuating interest rates in the
normal course of business, primarily as a result of its short-term borrowing
and investment activities at variable interest rates.  As of January 28,
2000, the company had no outstanding financial instruments related to its




                                                                    24
debt or investments.  At January 28, 2000, a sensitivity analysis was
performed for its short-term debt and investments that have interest rate
risk.  The company has determined that a 10 percent change in the company's
weighted average interest rates would have no material effect on the
consolidated financial statements.

Possible future changes

A 1992 Supreme Court decision confirmed that the Commerce Clause of the
United States Constitution prevents a state from requiring the collection
of its use tax by a mail order company unless the company has a physical
presence in the state.  However, there continues to be uncertainty due to
inconsistent application of the Supreme Court decision by state and
federal courts.  The company attempts to conduct its operations in
compliance with its interpretation of the applicable legal standard, but
there can be no assurance that such compliance will not be challenged.

In recent challenges, various states have sought to require companies to
begin collection of use taxes and/or pay taxes from previous sales. The
company has not received assessments from any state.

The Supreme Court decision also established that Congress has the power
to enact legislation that would permit states to require collection of
use taxes by mail order companies.  Congress has from time to time
considered proposals for such legislation.  The company anticipates that
any legislative change, if adopted, would be applied only on a
prospective basis.

In October 1998, The Internet Tax Freedom Act was signed into law.  Among
the provisions of this Act is a three-year moratorium on multiple and
discriminatory taxes on electronic commerce.  An Advisory Commission on
Electronic Commerce has been appointed to study and report back to
Congress on whether, and if so, how, electronic commerce should be taxed.
We are monitoring the activities of the Commission, as well as any
proposed changes in the sales and use tax laws and policies in general.

Addendum:  Subsequent to the publication of the above in the annual
report, the Commission submitted its final report to Congress on April 3,
2000.  Among other recommendations, the majority of the Advisory Commission
favors the extension of the moratorium for an additional five years, until
2006.  We are currently analyzing the Commission's full report, and Congress'
response.

Business outlook

In the year just ended, one of the company's major initiatives had been
to revamp its merchandise line.  Beginning with the spring line this
year, more new and enhanced products are being offered to customers than
ever before.  Due to changes in sourcing and more successful negotiations
with its vendors, the company expects an improvement in gross profit
margin of about 225 basis points for fiscal 2001.  About one-third of the
increased margin dollars will be invested in additional Internet and
national advertising.






                                                                    25
Another major initiative for the year just ended was to reduce
unprofitable mailings, and as the company anniversaries these significant
cuts, beginning with this year's second quarter, it will focus on growth
from a more productive base.  Our circulation strategy for fiscal 2001
will include an increase of about 6 percent in page circulation for the
year, most of which will take place in the fourth quarter.  Due to
improved merchandise offerings and more compelling creative
presentations, the company expects sales to improve somewhat more than
the 6 percent increase in page circulation.  Based on these expectations,
the company's goal is to achieve about a 7.5 percent pretax profit on net
sales.  Because of circulation changes currently planned, the company
anticipates fluctuating quarterly comparisons with the prior year for
both sales and earnings.

For the first half of fiscal 2001, the company anticipates a sales
increase in the mid-single digits, together with a strong increase in
earnings.  The first quarter is expected to show flat sales on 5 percent
fewer pages mailed, with somewhat weaker earnings.  The sales comparison
trend excludes the impact of the discontinued Willis & Geiger business,
which accounted for $11 million in sales in the first quarter of fiscal
2000.  In the second quarter of fiscal 2001, the company plans to
increase circulation and anticipates strong sales for that period.

The company anticipates that the fourth quarter will represent the
largest improvement over the prior year in both sales and earnings, in
light of the planned merchandise introductions and the current
circulation strategy for the last half of fiscal 2001.

               Statement regarding forward-looking information

Statements in this report (including, but not limited to, the
Management's Discussion and Analysis) that are not historical, including,
without limitation, statements regarding our goals for fiscal 2001 sales,
gross profit margin, pretax profit and earnings, as well as anticipated
sales trends and future development of our business strategy, are
considered forward-looking in this report.  As such, these statements are
subject to a number of risks and uncertainties. Future results may be
materially different from those expressed or implied by these statements
due to a number of factors.  Currently, we believe that the principal
factors that create uncertainty about our future results are the
following:  customer response to our new merchandise introductions,
circulation changes and other initiatives; general economic or business
conditions, both domestic and foreign; effects of shifting patterns of
e-commerce versus catalog purchases; costs associated with printing and
mailing catalogs; dependence on consumer seasonal buying patterns; and
fluctuations in foreign currency exchange rates.  Our future results
could, of course, be affected by other factors as well.

The company does not undertake to publicly update or revise its forward-
looking statements even if experience or future changes make it clear
that any projected results expressed or implied therein will not be
realized.







                                                                    26
Item 8.  Consolidated Financial Statement and Supplementary Data

Consolidated Statement of Operations
Lands' End, Inc. & Subsidiaries
(In thousands, except per share data)

                                             For the period ended
                                   -----------------------------------
                                   January 28, January 29, January 30,
                                      2000         1999        1998

Net sales                          $1,319,823  $1,371,375  $1,263,629
  Cost of sales                       727,291     754,661     675,138

Gross profit                          592,532     616,714     588,491

  Selling, general and
    administrative expenses           515,375     544,446     489,923
  Non-recurring charge (credit)        (1,774)     12,600           -

Income from operations                 78,931      59,668      98,568

Other income (expense):
  Interest expense                     (1,890)     (7,734)     (1,995)
  Interest income                         882          16       1,725
  Gain on sale of subsidiary                -           -       7,805
  Other                                (1,679)     (2,450)     (4,278)

  Total other income (expense),
    net                                (2,687)    (10,168)      3,257

Income before income taxes             76,244      49,500     101,825
Income tax provision                   28,210      18,315      37,675

Net income                         $   48,034  $   31,185  $   64,150

Basic earnings per share           $     1.60  $     1.02  $     2.01

Diluted earnings per share         $     1.56  $     1.01  $     2.00

Basic weighted average shares
  outstanding                          30,085      30,471      31,851
Diluted weighted average shares
  outstanding                          30,854      30,763      32,132

The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.











                                                                    27
Consolidated Balance Sheets
Lands' End, Inc. & Subsidiaries
(In thousands)
                                              January 28, January 29,
                                                 2000         1999
Assets
Current assets:
  Cash and cash equivalents                   $  76,413   $   6,641
  Receivables, net                               17,753      21,083
  Inventory                                     162,193     219,686
  Prepaid advertising                            16,572      21,357
  Other prepaid expenses                          5,816       7,589
  Deferred income tax benefits                   10,661      17,947
Total current assets                            289,408     294,303

Property, plant and equipment, at cost:
  Land and buildings                            102,776     102,018
  Fixtures and equipment                        175,910     154,663
  Leasehold improvements                          4,453       5,475
Total property, plant and equipment             283,139     262,156
  Less-accumulated depreciation
  and amortization                              117,317     101,570
Property, plant and equipment, net              165,822     160,586
Intangibles, net                                    966       1,030

Total assets                                  $ 456,196   $ 455,919

Liabilities and shareholders' investment
Current liabilities:
  Lines of credit                             $  11,724   $  38,942
  Accounts payable                               74,510      87,922
  Reserve for returns                             7,869       7,193
  Accrued liabilities                            43,754      54,392
  Accrued profit sharing                          2,760       2,256
  Income taxes payable                           10,255      14,578
Total current liabilities                       150,872     205,283

Deferred income taxes                             9,117       8,133

Shareholders' investment:
  Common stock, 40,221 shares issued                402         402
  Donated capital                                 8,400       8,400
  Additional paid-in capital                     29,709      26,994
  Deferred compensation                            (236)       (394)
  Accumulated other comprehensive income          2,675       2,003
  Retained earnings                             454,430     406,396
  Treasury stock, 10,071 and 10,317
    shares at cost, respectively               (199,173)   (201,298)
Total shareholders' investment                  296,207     242,503
Total liabilities and shareholders'
  investment                                  $ 456,196   $ 455,919

The accompanying notes to consolidated financial statements are an
Integral part of these consolidated balance sheets.



                                                                    28


<TABLE>
Lands' End, Inc. & Subsidiaries
Consolidated Statements of Shareholders' Investment
<CAPTION>
                                                                                      Accumulated
                                                            Additional                   Other
                              Comprehensive Common  Donated   Paid-in     Deferred   Comprehensive  Retained   Treasury
(Dollars in thousands)           Income     Stock   Capital   Capital   Compensation     Income     Earnings     Stock      Total
<S>                           <C>           <C>     <C>     <C>         <C>          <C>            <C>       <C>         <C>

Balance, Jan. 31, 1997                      $402    $8,400    $26,230     $(1,370)       $  378     $311,061  $(122,096)  $223,005
 Purchase of treasury stock                    -         -          -           -             -            -    (45,899)   (45,899)
 Issuance of treasury stock                    -         -          -           -             -            -        409        409
 Tax benefit of stock
  options exercised                            -         -        227           -             -            -          -        227
Deferred compensation expense                  -         -          -         323             -            -          -        323
Comprehensive income:
 Net income                     $64,150        -         -          -           -             -       64,150          -     64,150
Other comprehensive income:
  Foreign currency translation
   adjustments                      497        -         -          -           -           497            -          -        497
                                -------
Comprehensive income            $64,647
                                =======
                                            ____    ______    _______     _______        ______     ________  _________   ________
Balance, Jan. 30, 1998                      $402    $8,400    $26,457     $(1,047)       $  875     $375,211  $(167,586)  $242,712
 Purchase of treasury stock                    -         -          -           -             -            -    (35,557)   (35,557)
 Issuance of treasury stock                    -         -          -           -             -            -      1,845      1,845
 Tax benefit of stock
  options exercised                            -         -        537           -             -            -          -        537
Deferred compensation expense                  -         -          -         653             -            -          -        653
Comprehensive income:
 Net income                     $31,185        -         -          -           -             -       31,185          -     31,185
Other comprehensive income:
  Foreign currency translation
   adjustments                    1,128        -         -          -           -         1,128            -          -      1,128
                                -------
Comprehensive income            $32,313
                                =======
                                            ____    ______    _______     _______        ______     ________  _________   ________
Balance, January 29, 1999                   $402    $8,400    $26,994     $  (394)       $2,003     $406,396  $(201,298)  $242,503
Purchase of treasury stock                     -         -          -           -             -            -     (4,516)    (4,516)
Issuance of treasury stock                     -         -          -           -             -            -      6,641      6,641
Tax benefit of stock
  options exercised                            -         -      2,715           -             -            -          -      2,715
  Deferred compensation expense                -         -          -         158             -            -          -        158
Comprehensive income:
 Net income                     $48,034        -         -          -           -             -       48,034          -     48,034
Other comprehensive income:
  Foreign currency translation
   adjustments                       92        -         -          -           -            92            -          -         92
Unrealized gain on forward
  contracts and options             580        -         -          -           -           580            -          -        580
                                -------
Comprehensive income            $48,706
                                =======
                                            ____    ______    _______     _______        ______     ________  _________   ________
Balance, January 28, 2000                   $402    $8,400    $29,709     $(236)         $2,675     $454,430  $(199,173)  $296,207

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.

</TABLE>



Consolidated Statements of Cash Flows
Lands' End, Inc. & Subsidiaries                   For the period ended
(In thousands)                                ----------------------------
                                              Jan. 28,  Jan. 29,  Jan. 30,
                                                2000      1999      1998

Cash flows from (used for) operating activities:
  Net income                                  $ 48,034  $ 31,185  $ 64,150
  Adjustments to reconcile net income to net
    cash flows from operating activities-
    Non-recurring charge (credit)               (1,774)   12,600         -
    Depreciation and amortization               20,715    18,731    15,127
    Deferred compensation expense                  158       653       323
    Deferred income taxes                        8,270    (5,948)   (1,158)
    Pre-tax gain on sale of subsidiary               -         -    (7,805)
    Loss on disposal of fixed assets               926       586     1,127
    Changes in assets and liabilities excluding
      the effects of divestitures:
      Receivables, net                           3,330    (5,640)   (7,019)
      Inventory                                 57,493    21,468  (104,545)
      Prepaid advertising                        4,785    (2,844)   (7,447)
      Other prepaid expenses                     1,773    (2,504)   (1,366)
      Accounts payable                         (13,412)    4,179    11,616
      Reserve for returns                          676     1,065       944
      Accrued liabilities                       (7,664)    6,993     8,755
      Accrued profit sharing                       504    (2,030)    1,349
      Income taxes payable                      (4,323)   (5,899)   (1,047)
    Other                                        3,387     1,665        64
Net cash flows from (used for) operating
  activities                                   122,878    74,260   (26,932)

Cash flows from (used for) investing activities:
  Cash paid for capital additions              (28,013)  (46,750)  (47,659)
  Proceeds from sale of subsidiary                   -         -    12,350
Net cash flows used for investing activities   (28,013)  (46,750)  (35,309)

Cash flows from (used for) financing activities:
  Proceeds from (payment of) short-term debt   (27,218)    6,505    21,242
  Purchases of treasury stock                   (4,516)  (35,557)  (45,899)
  Issuance of treasury stock                     6,641     1,845       409
  Net cash flows used for financing activities (25,093)  (27,207)  (24,248)
Net increase (decrease) in cash
  and cash equivalents                          69,772       303   (86,489)

Beginning cash and cash equivalents              6,641     6,338    92,827
Ending cash and cash equivalents              $ 76,413  $  6,641  $  6,338

Supplemental cash flow disclosures:
  Interest paid                               $  1,890  $  7,693  $  1,995
  Income taxes paid                             21,078    27,857    39,337

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.






                                                                       30


Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

Note 1. Summary of significant accounting policies

Nature of business

Lands' End, Inc. (the company) is a direct marketer of traditionally
styled apparel, domestics (primarily bedding and bath items), soft
luggage, and other products.  The company manages its business in three
operating segments consisting of core, specialty and international, based
principally on type of catalog focusing on customer needs and markets
served.  The company's primary market is the United States, and other
markets include Europe, the Pacific Basin area and Canada.

Principles of consolidation

The consolidated financial statements include the accounts of the company
and its subsidiaries after elimination of intercompany accounts and
transactions.

Year-end

The company's fiscal year is comprised of 52-53 weeks ending on the Friday
closest to January 31.  Fiscal 2000 ended on January 28, 2000, fiscal 1999
ended on January 29, 1999, and fiscal 1998 ended on January 30, 1998.  All
three years were comprised of 52 weeks.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods.  Actual results could differ from those
estimates.

Inventory

Inventory, primarily merchandise held for sale, is stated at last-in,
first-out (LIFO) cost, which is lower than market.  If the first-in,
first-out (FIFO) method of accounting for inventory had been used,
inventory would have been approximately $21.0 million and $26.9 million
higher than reported at January 28, 2000 and January 29, 1999,
respectively.

Advertising

The company expenses the costs of advertising for magazines, television,
radio, and other media the first time the advertising takes place, except
for direct-response advertising, which is capitalized and amortized over
its expected period of future benefits.

Direct-response advertising consists primarily of catalog production and
mailing costs that are generally amortized within three months from the
date catalogs are mailed.  Advertising costs reported as prepaid assets
were $16.6 million and $21.4 million as of January 28, 2000 and
January 29, 1999, respectively.  Advertising expense was $225.0 million,
$262.9 million and $226.7 million for fiscal years ended January 28, 2000,
January 29, 1999 and January 30, 1998, respectively.
                                                                    31


Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

Depreciation

Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets, which are 20 to 30 years for
buildings and land improvements and five to 10 years for leasehold
improvements and furniture, fixtures, equipment, and software.  The
company provides one-half year of depreciation in the year of addition and
retirement.

Intangibles

Intangible assets consist primarily of trademarks, as well as their
associated goodwill that is being amortized over 15 years on a straight-
line basis.

Reserve for losses on customer returns

At the time of sale, the company provides a reserve equal to the gross
profit on projected merchandise returns, based on its prior returns
experience.

Financial instruments with off-balance-sheet risk

The company uses import letters of credit to purchase foreign-sourced
merchandise.  The letters of credit are primarily U.S. dollar-denominated
and are issued through third-party financial institutions to guarantee
payment for such merchandise within agreed-upon time periods.  At January
28, 2000, the company had outstanding letters of credit of approximately
$28.7 million, all of which had expiration dates of less than one year.

The counterparties to the financial instruments discussed above are
primarily large financial institutions; management believes the risk of
counterparty nonperformance on these financial instruments is not
significant.

Foreign currency translations and transactions

Financial statements of the foreign subsidiaries are translated into U.S.
dollars in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 52.  Translation adjustments are recorded
in accumulated other comprehensive income, which is a component of
stockholders' equity.  Foreign currency transaction gains and losses,
recorded as other income and expense on the consolidated statements of
operations, included losses of $0.8 million, $1.9 million and $3.8 million
in fiscal 2000, 1999, and 1998 respectively.

Fair values of financial instruments

The fair value of financial instruments does not materially differ from
their carrying values.

Reclassifications

Certain financial statement amounts have been reclassified to be
consistent with the fiscal 2000 presentation.



                                                                    32
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

Note 2.  Shareholders' investment

Capital stock

The company currently has 160 million shares of $0.01 par value common
stock. The company is authorized to issue 5 million shares of preferred
stock, $0.01 par value.  The company's board of directors has the
authority to issue shares and to fix dividend, voting and conversion
rights, redemption provisions, liquidation preferences, and other rights
and restrictions of the preferred stock.  No preferred shares have been
issued.

Treasury stock

The company's board of directors has authorized the purchase of a total of
12.7 million shares of the company's common stock.  A total of 11.6
million, 11.4 million and 10.3 million shares had been purchased as of
January 28, 2000, January 29, 1999 and January 30, 1998, respectively.

Treasury stock activity in terms of shares was as follows:

                                      For the period ended
                         ---------------------------------------------
                         Jan. 28, 2000   Jan. 29, 1999   Jan. 30, 1998

     Beginning balance    10,317,118       9,281,138       7,778,258
       Purchase of stock     122,400       1,144,460       1,533,880
       Issuance of stock    (368,650)       (108,480)        (31,000)

     Ending balance       10,070,868      10,317,118       9,281,138

Earnings per share

A reconciliation of the basic and diluted per share computations is as
follows (dollars are shown in thousands, except per share data):

                                      Jan. 28,    Jan. 29,    Jan. 30,
                                        2000        1999        1998

Net income                            $48,034     $31,185     $64,150
Basic weighted average shares of
  common stock outstanding             30,085      30,471      31,851
Incremental shares from assumed
  exercise of stock options               769         292         281
Diluted weighted average shares of
  common stock outstanding             30,854      30,763      32,132

Basic earnings per share              $  1.60     $  1.02     $  2.01

Diluted earnings per share            $  1.56     $  1.01     $  2.00







                                                                   33

Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

As of January 28, 2000, 130,000 shares of common stock with exercise
prices ranging from $46.56 to $66.13 per share were not included in the
computation of diluted EPS, because the options' exercise prices were
greater than the average market price of the common shares during fiscal
2000.

Stock awards and grants

The company has a restricted stock award plan.  Under the provisions of
the plan, a committee of the company's board of directors may award shares
of the company's common stock to its officers and key employees. Such
shares vest over a five- or 10-year period on a straight-line basis from
the date of the award.

The granting of these awards and grants has been recorded as deferred
compensation based on the fair market value of the shares at the date of
grant.  Compensation expense under these plans is recorded as shares vest.
The balance of the awards and grants totaled 17,960 shares, 31,000 shares
and 77,000 shares for the period ended January 28, 2000, January 29, 1999,
and January 30, 1998, respectively.

Stock options

The company has 5.5 million shares of common stock and 0.4 million shares
of treasury shares that may be issued pursuant to the exercise of options
granted under the company's Stock Option Plan (for employees) and the Non-
Employee Director Stock Option Plan, respectively.

Under the company's stock option plans, options are granted at the
discretion of a committee of the company's board of directors to officers,
key employees of the company, and members of the board of directors of the
company who are not also employed by the company.  No option may have an
exercise price less than the fair market value per share of the common
stock at the date of the grant.

Activity under the stock option plans was as follows:

                                                Average
                                                Exercise   Exercisable
                                      Options     Price      Options

      Balance at January 31, 1997   1,150,400    $18.49      193,140
        Granted                       347,917    $33.45
        Exercised                     (31,000)   $13.21
        Forfeited                           -         -
      Balance at January 30, 1998   1,467,317    $21.42      350,107
        Granted                     1,874,000    $23.73
        Exercised                    (108,480)   $17.01
        Forfeited                    (541,330)   $22.35
      Balance at January 29, 1999   2,691,507    $23.41      473,597
        Granted                       591,000    $38.64
        Exercised                    (368,650)   $18.02
        Forfeited                    (137,840)   $32.17
      Balance at January 28, 2000   2,776,017    $26.94    1,371,397



                                                                    34
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

The range of options outstanding as of January 28, 2000 is as follows:

                                                               Weighted
                                                                Average
Remaining                      Number of Options        Weighted Average
Contractual
Price Range           Shares               Exercise Price         Life
 Per Share    Outstanding/Exercisable  Outstanding/Exercisable (In years)

$15.00-$29.99   1,490,600/1,237,230        $19.58/$19.36           8.2
$30.00-$44.99   1,155,417/  129,167         33.16/ 32.48           9.0
over $45.00       130,000/    5,000         56.01/ 57.56           9.5

                2,776,017/1,371,397        $26.94/$20.73           8.6

The options above generally have a 10-year term.  Options granted under
the company's Stock Option Plan generally vest from six months to five
years; options granted under the Non-Employee Director Stock Option Plan
vest over a period from zero to two years.

Stock-based compensation

As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation,"
the company accounts for its stock-based compensation plans as presented
by APB Opinion No. 25 and related interpretations.  Accordingly,
compensation costs related to the stock awards and grants were $0.2
million, $0.7 million and $0.3 million in fiscal 2000, 1999, and 1998,
respectively.  These compensation costs are recorded in deferred
compensation in the shareholders' investment section of the consolidated
balance sheet.

Had compensation cost for the company's options granted after
January 27, 1995 been determined consistent with the provisions of SFAS
No. 123, the company's net income and earnings per share would have been
reduced to the following pro forma amounts:

(In thousands,                    Jan. 28,     Jan. 29,     Jan. 30,
 except per share data)             2000         1999         1998

Net income
  As reported                     $48,034      $31,185      $64,150
  Pro forma                       $42,378      $26,429      $62,511

Basic earnings per share
  As reported                     $  1.60      $  1.02      $  2.01
  Pro forma                       $  1.41      $  0.87      $  1.96

Diluted earnings per share
  As reported                     $  1.56      $  1.01      $  2.00
  Pro forma                       $  1.38      $  0.86      $  1.95








                                                                    35
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

The fair value of each option grant was estimated as of the date of grant
using the Black-Scholes pricing model.  The resulting compensation cost
was amortized over the vesting period.

The option grant fair values and assumptions used to determine such value
are as follows:

Options granted during                 2000        1999        1998
Weighted average grant-date
  fair value                          $19.74      $11.21      $17.02
Assumptions:
  Risk-free interest rate               5.58%       4.74%       6.10%
  Expected volatility                  38.55%      35.86%      37.30%
  Expected term (in years)               7.0         7.0         7.0

Note 3.  Income taxes

Earnings before income taxes consisted of the following (in thousands):

                        2000           1999         1998
United States         $ 78,050       $ 44,499     $ 95,909
Foreign                 (1,806)         5,001        5,916

Total                 $ 76,244       $ 49,500     $101,825

The components of the provision for income taxes for each of the periods
presented are as follows (in thousands):

                                       Period ended
                      ---------------------------------------------
                      January 28,       January 29,      January 30,
                         2000              1999             1998
      Current:
        Federal        $ 19,984          $ 21,026         $ 31,335
        State               473             1,752            4,449
        Foreign            (517)            1,485            3,049
      Deferred            8,270            (5,948)          (1,158)
                       $ 28,210          $ 18,315         $ 37,675

The difference between income taxes at the statutory federal income tax
rate of 35 percent and income tax reported in the statements of
operations is as follows (in thousands):
                                            Period ended
                           ---------------------------------------------
                           January 28,      January 29,      January 30,
                               2000             1999             1998
                           Amount    %      Amount     %     Amount     %
Tax at statutory
  federal tax rate        $26,685   35%    $17,325    35%   $35,640    35%
Foreign taxes (excess
  over statutory rate)         22    -         263     -      1,130     1
State income taxes,
  net of federal benefit      907    1       1,306     3      3,999     4
Tax credits & other           596    1        (579)   (1)    (3,094)   (3)
                          $28,210   37%    $18,315    37%   $37,675    37%


                                                                          36

Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

Under the liability method prescribed by the SFAS No. 109, "Accounting for
Income Taxes," deferred taxes are provided based upon enacted tax laws and
rates applicable to the periods in which taxes become payable.

Temporary differences which give rise to deferred tax assets and
liabilities as of January 28, 2000 and January 29, 1999 are as follows (in
thousands):
                                  Jan. 28, 2000   Jan. 29, 1999
    Deferred tax assets:
        Catalog advertising         $ (4,968)       $ (3,914)
        Inventory                      8,233           9,198
        Employee benefits              4,231           7,937
        Reserve for returns            2,912           2,661
        Foreign operating loss
         carryforwards                   124             686
        Valuation allowance             (124)           (686)
        Other                            253           2,065

          Total                     $ 10,661        $ 17,947

    Deferred tax liabilities:
        Depreciation                $  8,581        $  8,141
        Other                            536              (8)

          Total                     $  9,117        $  8,133

The valuation allowance required under SFAS No. 109 has been established for
the deferred income tax benefits related to certain subsidiary loss carry-
forwards, which management currently estimates may not be realized.  These
carryforwards do not expire.

Note 4.  Lines of credit

During fiscal 2000, the company entered into a new domestic credit
facility providing unsecured credit totaling $200 million.  There were no
short-term borrowings as of January 28, 2000, compared to $21.8 million
outstanding at January 29, 1999.

In addition, the company has unsecured lines of credit with various
foreign banks totaling the equivalent of approximately $54 million for its
wholly owned subsidiaries.  There was $11.7 million outstanding at January
28, 2000, compared with $17.1 million as of January 29, 1999.

The following table summarizes certain information regarding these short-
term borrowings:

(Dollars in millions)                2000        1999        1998
Maximum amount of borrowings        $   53      $  257      $  118
Average amount of borrowings        $   33      $  134      $   38
Weighted average interest rate
  during year                        4.96%       5.77%       5.25%
Weighted average interest rate
  at year-end                        3.43%       5.42%       5.27%

Note 5.  Long-term debt

There was no long-term debt as of January 28, 2000 and January 29,
1999.




                                                                          37
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

Note 6.  Leases

The company leases store and office space and equipment under various
leasing arrangements.  The leases are accounted for as operating leases.
Total rental expense under these leases was $15.5 million, $15.6 million
and $13.5 million for the years ended January 28, 2000, January 29, 1999
and January 30, 1998, respectively.

Total future fiscal year commitments under these leases as of
January 28, 2000 are as follows (in thousands):

                      2001        $  7,900
                      2002           5,702
                      2003           3,568
                      2004           1,960
                      2005           1,473
                      Thereafter     6,337
                                  $ 26,940


Note 7.  Retirement plan

The company has a retirement plan, which covers most regular employees and
provides for annual contributions at the discretion of the board of
directors.  Also included in the plan is a 401(k) feature that allows
employees to make contributions, and the company matches a portion of
those contributions.  Total expense provided under this plan was $5.2
million, $4.8 million and $6.6 million for the years ended January 28,
2000, January 29, 1999 and January 30, 1998, respectively.

Note 8.  Postretirement benefits

In January 1998, the company implemented a plan to provide health
insurance benefits for eligible retired employees.  These insurance
benefits will be funded through insurance contracts, a group benefit trust
or general assets of the company.  The assets were contributed to the plan
in January 2000 and January 1999.  The cost of these insurance benefits is
recognized as the eligible employees render service.




















                                                                    38
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

The following table presents the change in the benefit obligation and plan
assets in fiscal years 2000 and 1999:

    (In thousands)                              2000        1999
    Change in benefit obligation:
    Benefit obligation at beginning of year  $  5,731    $  4,419
    Service cost                                  767         630
    Interest cost                                 385         308
    Plan participants' contributions               16          13
    Actuarial (gain)/loss                      (1,448)        376
    Benefits paid                                 (57)        (15)
    Implementation of plan                          -           -
    Benefit obligation at end of year        $  5,394    $  5,731

    Change in plan assets:
    Fair value of plan assets at
      beginning of year                      $  1,978    $      -
    Actual return on plan assets                   58           -
    Employer contributions                      1,970       1,980
    Plan participants'contributions                16          13
    Benefits paid                                 (57)        (15)
    Fair value of plan assets at end of year $  3,965    $  1,978

    Net amount recognized:
    Funded status                            $ (1,429)   $ (3,753)
    Unrecognized net actuarial (gain)/loss       (985)        373
    Unrecognized prior service cost             3,783       4,052
    Prepaid benefit cost                     $  1,369    $    672

    Weighted-average assumptions
      at end of year:
    Discount rate                               8.00%       6.75%
    Expected return on plan assets              7.50%       7.50%

The components of net periodic benefit cost for the years ended
January 28, 2000 and January 29, 1999 were as follows:

    (In thousands)                              2000        1999
    Service cost                             $    767    $    630
    Interest cost                                 385         308
    Expected return on plan assets               (148)          -
    Amortization of prior service cost            269         270
    Postretirement benefit cost              $  1,273    $  1,208

For measurement purposes, a 6.5 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for fiscal year
2001.  The rate was assumed to decrease gradually to 5 percent for fiscal
year 2004 and remain at that level thereafter.










                                                                    39

Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan.  A 1 percentage point change in
assumed health care cost trend rates would have the following effects:

                                 Service and       Postretirement
(In thousands)                  Interest Costs   Benefit Obligation
1 percent increase                 $    66            $   252
1 percent decrease                     (56)              (216)

Note 9. Non-recurring charge and related reversal

During fiscal year 1999, in connection with changes in executive management,
the company announced a Plan designed to reduce administrative and operational
costs stemming from duplicative responsibilities and certain non-profitable
operations. This Plan included the reduction of staff positions, the closing
of three outlet stores, the liquidation of the Willis & Geiger operations and
the termination of a licensing agreement with MontBell Co. Ltd. A non-
recurring charge of $12.6 million was recorded in fiscal 1999 related to these
matters.

Below is a summary of related costs for the periods ended January 28, 2000:

                     Balance      Cost       Charges      Balance
(In thousands)       1/29/99    Incurred     Reversed     1/28/00

Severance costs      $ 6,700    $ (5,693)    $      0     $ 1,007
Asset impairments      3,199      (2,057)      (1,111)         31
Facility exit costs
   and other           2,590      (1,820)        (663)        107

Total                $12,489    $ (9,570)    $ (1,774)    $ 1,145

For the year ended January 28, 2000, the company executed the Plan and
incurred costs totaling $9.6 million. In addition, there was a reversal of
$1.8 million of the reserves recorded in fiscal 1999. Those included $0.7
million for better than expected lease termination settlements related to
fiscal 2000 store closings, and $1.1 million for better than anticipated sell-
through of Willis & Geiger inventory liquidations. Based on these two factors,
there was an addition to net income of $1.1 million, or $0.04 per share in the
year ended January 28, 2000. The balance of $1.1 million, predominantly
severance, will be paid in fiscal 2001.

Note 10.  Divestitures

Willis & Geiger
During fiscal 2000, the company completed the liquidation of its Willis &
Geiger inventory and fixed assets.  The company retains the Willis &
Geiger tradename.

The Territory Ahead
During the first quarter of fiscal 1998, the company sold its majority
interest in The Territory Ahead to The International Cornerstone Group,
Inc. of Boston, Massachusetts, resulting in an after-tax gain of $4.9
million.  The after-tax gain was recorded in the first quarter of fiscal
1998.


                                                                    40
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

Sales and results of operations of The Territory Ahead and Willis & Geiger
were not material to the consolidated financial statements.

Note 11.  Sales and use tax

A 1992 Supreme Court decision confirmed that the Commerce Clause of the
United States Constitution prevents a state from requiring the collection
of its use tax by a mail order company unless the company has a physical
presence in the state.  However, there continues to be uncertainty due to
inconsistent application of the Supreme Court decision by state and
federal courts.  The company attempts to conduct its operations in
compliance with its interpretation of the applicable legal standard, but
there can be no assurance that such compliance will not be challenged.

In recent challenges, various states have sought to require companies to
begin collection of use taxes and/or pay taxes from previous sales.  The
company has not received assessments from any state.  The amount of
potential assessments, if any, cannot be reasonably estimated.

The Supreme Court decision also established that Congress has the power to
enact legislation that would permit states to require collection of use
taxes by mail order companies.  Congress has from time to time considered
proposals for such legislation.  The company anticipates that any
legislative change, if adopted, would be applied only on a prospective
basis.

In October 1998, The Internet Tax Freedom Act was signed into law.  Among
the provisions of this Act is a three-year moratorium on multiple and
discriminatory taxes on electronic commerce.  An Advisory Commission on
Electronic Commerce has been appointed to study and report back to
Congress on whether and, if so, how electronic commerce should be taxed.
We are monitoring the activities of the Commission, as well as any
proposed changes in the sales and use tax laws and policies in general.

Addendum:  Subsequent to the publication of the above in the annual
report, the Commission submitted its final report to Congress on April 3,
2000.  Among other recommendations, the majority of the Advisory Commission
favors the extension of the moratorium for an additional five years, until
2006.  We are currently analyzing the Commission's full report, and Congress'
response.

Note 12.  Segment disclosure

The company organizes and manages its business segments (core, specialty
and international) based on type of catalog, which focuses on specific
customer needs and markets served. Certain catalogs are combined for
purposes of assessing financial performance.  Each business segment is
separately evaluated by executive management with financial information
reviewed to assess performance.  The company evaluates the performance of
its business segments based on net income before income taxes.  The
accounting policies of the company's segments are the same as those
described in Note 1.  The company is not dependent upon any single
customer or group of customers, the loss of which would have a material
effect on the company.



                                                                    41
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

CORE
The core segment is composed of adult apparel offered through our regular
monthly catalogs, tailored catalogs and prospector catalogs.  Sales for
these catalogs that are received via the Internet, liquidation or export
channels are included in this core segment.  The regular monthly catalogs
contain a full assortment of classically inspired, traditionally styled
casual wear for adults.  Some of these products include dress shirts,
jeans, mesh knit shirts, women's knits, sweaters, outerwear, and
turtlenecks.  The prospecting catalog is a condensed version of our
monthly catalog featuring some of the company' best-selling products.
The prospector catalogs are sent to active buyers, to those on the house
file who have been inactive or have yet to make a purchase and to
prospective customers.  The tailored catalogs are Beyond Buttondowns,
offering a broad assortment of fine tailored clothing for men, and First
Person, featuring women's finely tailored clothing suitable for the
workplace.

SPECIALTY
The specialty segment is composed of Kids, Coming Home and Corporate Sales
catalogs.  Sales for these catalogs that are received via the Internet,
liquidation or export channels are included in this specialty segment.
The specialty catalogs have been developed over the years in response to
customer requests for additional merchandise and are used to target
specific needs that are important to Lands' End customers.  The specialty
businesses include the Kids catalog, which offers a collection of clothing
for children of all ages.  In addition, there is a uniform catalog that
targets the growing uniform trend in many public and private schools. The
Coming Home catalog offers home products, primarily bedding and bath
items.  The Corporate Sales catalog is a business-to-business catalog that
utilizes the company's embroidery capabilities to design and apply unique
emblems and logos on Lands' End product for corporations, clubs, teams,
and other groups.

INTERNATIONAL
The international segment consists of foreign-based operations located in
Japan, the United Kingdom and Germany, which include catalogs, Internet
and liquidation channels.  Catalogs are denominated in local currencies
and written in native languages.  There are phone and distribution centers
located in both Japan and the United Kingdom.  Germany has its own phone
and customer service center, but orders are packed and shipped from the
distribution center in the United Kingdom.

Segment sales represent sales to external parties.  Segment income before
income taxes is revenue less direct and allocable operating expenses,
which includes interest expense and interest income.  Segment identifiable
assets are those that are directly used in or identified with segment
operations.  "Other" includes corporate expenses, inter-company
eliminations, and other income and deduction items that are not allocated
to segments.








                                                                    42
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

Pertinent financial data by operating segment for the three years
ended January 28, 2000, are as follows:

                              Fiscal year ended January 28, 2000
                     -----------------------------------------------------
(In thousands)         Core   Specialty  International  Other Consolidated

Net sales            $780,298  $396,327    $143,198   $     -  $1,319,823
Income (loss) before
  income taxes(1)    $ 32,725  $ 43,144    $  2,348   $(1,973) $   76,244
Identifiable
  assets             $262,397  $133,276    $ 60,523   $     -  $  456,196
Depreciation and
  amortization       $ 12,165  $  6,179    $  2,371   $     -  $   20,715
Capital expenditures $ 17,573  $  8,925    $  1,515   $     -  $   28,013
Interest expense     $    848  $    430    $    612   $     -  $    1,890
Interest income      $    547  $    278    $     57   $     -  $      882

                              Fiscal year ended January 29, 1999
                     -----------------------------------------------------
(In thousands)         Core   Specialty  International Other  Consolidated

Net sales            $860,891  $364,576    $145,908   $     -  $1,371,375
Income (loss) before
  income taxes(2)    $ 27,305  $ 23,016    $  4,655   $(5,476) $   49,500
Identifiable
  assets             $273,929  $116,007    $ 65,983   $     -  $  455,919
Depreciation and
  amortization       $ 11,310  $  5,323    $  2,098   $     -  $   18,731
Capital expenditures $ 24,828  $ 10,514    $ 11,408   $     -  $   46,750
Interest expense     $  3,910  $  2,296    $  1,528   $     -  $    7,734
Interest income      $     11  $      5    $      -   $     -  $       16

                               Fiscal year ended January 30, 1998
                      ----------------------------------------------------
(In thousands)         Core   Specialty  International Other  Consolidated

Net sales            $824,854  $306,986    $131,789   $     -  $1,263,629
Income before
  income taxes       $ 59,356  $ 30,225    $  7,672   $ 4,572  $  101,825
Identifiable
  assets             $275,764  $102,630    $ 55,078   $     -  $  433,472
Depreciation and
  amortization       $  9,805  $  3,813    $  1,509   $     -  $   15,127
Capital expenditures $ 27,585  $ 10,266    $  9,808   $     -  $   47,659
Interest expense     $    714  $    351    $    930   $     -  $    1,995
Interest income      $  1,257  $    468    $      -   $     -  $    1,725











                                                                       43
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

(1)  Includes non-recurring credits of $0.5 million and $1.3 million
allocated to the core and specialty segments, respectively.

(2)  Includes non-recurring charges of $7.6 million and $5.0 million
allocated to the core and specialty segments, respectively.

(3)  Fiscal years 1999 and 1998 have been restated to conform to fiscal
2000 presentation.

Pertinent financial data by geographical location for the three years ended
January 28, 2000 are as follows:

                          Net Sales                 Identifiable Assets
                ------------------------------  --------------------------

(In thousands)  01/28/00   01/29/99   01/30/98  01/28/00 01/29/99 01/30/98

United States  $1,176,625 $1,225,467 $1,131,840 $395,673 $389,936 $378,394
Other countries   143,198    145,908    131,789   60,523   65,983   55,078

Total          $1,319,823 $1,371,375 $1,263,629 $456,196 $455,919 $433,472


Note 13.  Derivative instruments and hedging activities

The company's sales of merchandise to its subsidiaries in the United
Kingdom, Japan, and Germany are denominated in the subsidiary's local
currency.  To a lesser extent, the company has export sales to customers
in Canada.  The company incurs third-party expenses related to the
Canadian export business, some of which are denominated in Canadian
dollars.  Accordingly, the future U.S. Dollar-equivalent cash flows may
vary due to changes in related foreign currency exchange rates.  To reduce
that risk, the company enters into foreign currency forward contracts and
purchases foreign currency put options.  The company's sales to its
foreign subsidiaries and its third-party purchases are on open account
with settlement within approximately one month.  Accordingly, the
settlement dates of the forward contracts and put options fall
approximately one month after the date of forecasted sales or purchases.
The company has no other freestanding or embedded derivative instruments.

As of July 31, 1999, the company adopted the Financial Accounting
Standards Board's (FASB's) Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities"
(Statement 133).  Statement 133 unifies accounting and financial reporting
standards for forward contracts, put options, other derivative instruments
and related hedging activities.  Statement 133 requires, in part, that the
company report all derivative instruments in the statement of financial
position as assets or liabilities at their fair value.  The treatment of
subsequent changes in fair value depends on whether hedge accounting is
available.  Prior to the adoption of Statement 133 for fiscal 2000, a loss of
$0.7 million was recognized in other expenses. For fiscal 2000, a
loss of $0.8 million was recognized in other expenses, compared with a
loss of $1.9 million in fiscal 1999.  Before the effective date of



                                                                    44

Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

Statement 133, hedge accounting was not available for the company's forward
contracts.  Those contracts were reported in the statement of financial
position as assets or liabilities at their fair value and changes in fair
value were reported currently in earnings.  Hedge accounting for the company's
put options involved reporting the put options initially at the amount of the
premium paid, with amortization of the premium over the option period.
Subsequent gains or losses on the put options through the date of the sale to
the foreign subsidiary were deferred until the date the consolidated entity
(through the foreign subsidiary) sold the merchandise to a third party.  At the
date merchandise is sold to a foreign subsidiary, the hedging relationship
is terminated and subsequent gains and losses on the put option (including
unamortized premium) were reported currently in earnings.

As part of its adoption of Statement 133 on July 31, 1999, the company
designated all of its hedging relationships anew.  Both forward contracts
and put options can qualify for cash flow hedge accounting under Statement
133 if applicable hedging criteria are met. Under Statement 133's cash
flow hedging model, gains and losses on the derivative instrument that
occur through the date the company sells merchandise to a subsidiary or
purchases from a foreign third party are deferred in a component of equity
(accumulated other comprehensive income) to the extent the hedging
relationship is effective.  The maximum hedging period (the period between
the company's designation and culmination of a hedging relationship) of
the company's cash flow hedges is 24 months.

As required by Statement 133, the company assesses hedge effectiveness at
least quarterly.  The effectiveness of put options is assessed based on
changes in intrinsic value of the options due to changes in spot foreign
exchange rates.  Because they are excluded from the company's assessment
of hedge effectiveness, the company reports currently in earnings changes
in the fair value of put options due to changes in time value of the
options.  For the year ended January 28, 2000, a net loss of $0.1 million
was recognized in other expense due to hedge ineffectiveness and fair
value changes excluded from the company's effectiveness assessments.

To the extent the company must discontinue cash flow hedge accounting
because it is probable that original forecasted sales will not occur,
Statement 133 requires that the company immediately reclassify the net
gain or loss from accumulated other comprehensive income into earnings.
During fiscal 2000, net losses of $0.2 million were so reclassified.

At the date merchandise is sold to a foreign subsidiary or purchased from
a foreign third party, the hedging relationship is terminated and
subsequent gains and losses on the hedging derivative instrument are
reported currently in earnings.  At the date of the ultimate sale of the
merchandise by the foreign subsidiary to a third party or purchase from a
foreign third party, the gain or loss previously deferred in equity is
reclassified into earnings.  The company estimates that net hedging gains
of $0.1 million will be reclassified from accumulated other comprehensive
income into earnings within the 12 months between January 29, 2000 and
January 26, 2001.






                                                                    45
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries

Upon the company's adoption of Statement 133 on July 31, 1999, the company
adjusted the carrying amount of the two put option contracts as assets at
their fair value of $34 thousand.  Because the put options had previously
qualified in a cash-flow-type hedging relationship prior to adoption of
Statement 133, an immaterial cumulative-effect-type transition adjustment
and an immaterial transition adjustment related to the ineffective portion
of the put options were reported in accumulated other comprehensive income
and other expense, respectively. No transition adjustment was needed for
the forward contracts, which were already being reported at their fair
value with changes in fair value reported currently in earnings.

Note 14.  Consolidated quarterly analysis (unaudited)

(In thousands, except per share data)
                                          Fiscal 2000
                           -----------------------------------------
                           1st Qtr.   2nd Qtr.   3rd Qtr.   4th Qtr.

Net Sales                  $289,609   $254,616   $325,970   $449,628
Gross profit                125,434    118,216    140,813    208,069
Pretax income                10,332      7,068     13,890     44,954
Net income                 $  6,509   $  4,453   $  8,751   $ 28,321
Basic earnings per share   $   0.22   $   0.15   $   0.29   $   0.94
Diluted earnings per share $   0.21   $   0.14   $   0.28   $   0.92
Common shares outstanding    30,110     30,060     30,149     30,149

Market price of shares
 outstanding (in dollars):
   - Market high           39 15/16     49 1/2    78 7/16     83 1/2
   - Market low            28 1/8       37 9/16   39 9/16     28


                                         Fiscal 1999
                           -----------------------------------------
                           1st Qtr.   2nd Qtr.   3rd Qtr.   4th Qtr.

Net Sales                  $268,587   $239,194   $322,422   $541,172
Gross profit                124,740    115,478    145,262    231,234
Pretax income                 8,266        (97)       551     40,780
Net income                 $  5,208   $    (61)  $    347   $ 25,691
Basic earnings per share   $   0.17   $   0.00   $   0.01   $   0.85
Diluted earnings per share $   0.17   $   0.00   $   0.01   $   0.84
Common shares outstanding    30,961     30,236     30,239     30,142

Market price of shares
 outstanding (in dollars):
  - Market high              44 1/8     37 5/8     30 3/8     32 7/16
  - Market low               35         26 1/8     15 3/8     16 3/4

Quarterly earnings per share amounts are based on the weighted average common
shares outstanding for each quarter and, therefore, might not equal the amount
computed for the total year.






                                                                    46

RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

The management of Lands' End, Inc. and its subsidiaries has the responsibility
for preparing the accompanying financial statements and for their integrity
and objectivity.  The statements were prepared in accordance with generally
accepted accounting principles applied on a consistent basis. The consolidated
financial statements include amounts that are based on management's best
estimates and judgments.  Management also prepared the other information in
the annual report and is responsible for its accuracy and consistency with the
consolidated financial statements.

The company's consolidated financial statements have been audited by Arthur
Andersen LLP, independent certified public accountants.  Management has made
available to Arthur Andersen LLP all the company's financial records
and related data, as well as the minutes of shareholders' and directors'
meetings.  Furthermore, management believes that all representations made to
Arthur Andersen LLP during its audit were valid and appropriate.

Management of the company has established and maintains a system of internal
control that provides for appropriate division of responsibility, reasonable
assurance as to the integrity and reliability of the consolidated financial
statements, the protection of assets from unauthorized use or disposition, the
prevention and detection of fraudulent financial reporting, and the
maintenance of an active program of internal audits.  Management believes
that, as of January 28, 2000, the company's system of internal control is
adequate to accomplish the objectives discussed herein.

Two directors of the company, not members of management, serve as the audit
committee of the board of directors and are the principal means through which
the board supervises the performance of the financial reporting duties of
management.  The audit committee meets with management, the internal audit
staff and the company's independent auditors to review the results of the
audits of the company and to discuss plans for future audits.  At these
meetings, the audit committee also meets privately with the internal audit
staff and the independent auditors to assure its free access to them.



/s/  DAVID F. DYER                  /s/  STEPHEN A. ORUM
     David F. Dyer                       Stephen A. Orum
     Chief Executive Officer             Executive Vice President and
                                         Chief Financial Officer




















                                                                       47
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of Lands' End, Inc.:

We have audited the accompanying consolidated balance sheets of Lands' End,
Inc. (a Delaware corporation) and its subsidiaries as of January 28, 2000, and
January 29, 1999, and the related consolidated statements of operations,
shareholders' investment and cash flows for each of the three years in the
period ended January 28, 2000.  These financial statements are the
responsibility of the company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lands' End, Inc. and
subsidiaries as of January 28, 2000, and January 29, 1999, and the results of
their operations and their cash flows for each of the three years in the
period ended January 28, 2000, in conformity with generally accepted
accounting principles.





ARTHUR ANDERSEN LLP


Milwaukee, Wisconsin
March 3, 2000























                                                                       48
                               Part II continued

Item 9.  Changes in and Disagreements on Accounting and Consolidated
         Financial Disclosure

   The company has had no change in, or disagreements with, its
   independent certified public accountants on accounting and financial
   disclosure.

                                 Part III

Item 10.  Directors and Executive Officers of the Registrant

   The information required by this item with respect to directors of the
   company is incorporated herein by reference to pages 1 through 5 of
   the Lands' End, Inc. Notice of 2000 Annual Meeting and Proxy Statement
   dated April 24, 2000 (the "Proxy Statement").

   The information required by this item with respect to executive
   officers of the company is included on pages 10 and 11 in Part I of
   this Form 10-K report.

Item 11.  Executive Compensation

   The information required by this item is incorporated herein by
   reference to pages 5 through 9 of the Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

   The information required by this item is incorporated herein by
   reference to pages 11 and 12 of the Proxy Statement.

Item 13.  Certain Relationships and Related Transactions

   The information required by this item is incorporated herein by
   reference to pages 8 and 9 of the Proxy Statement.

























                                                                       49
                                 PART IV.

Item 14.  Exhibits, Consolidated Financial Statement Schedules and Reports
          on Form 8-K

          (a)  1.  Consolidated Financial Statements
                   See index on page 2.

               2.  Exhibits

                  Table                                             Exhibit
                  Number                Description                 Number
                  ------                -----------                 -------

                   (23)     Consent of Arthur Andersen LLP            1


          (b)   Reports on Form 8-K

                There were no reports filed on Form 8-K during the
                three-month period ended January 28, 2000.







































                                                                       50
                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on April 26, 2000.

                                           LANDS' END, INC.


                                   By /s/  STEPHEN A. ORUM
                                           ---------------------------
                                           Stephen A. Orum
                                           Executive Vice President and
                                           Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities shown, as of April 26, 2000.


/s/  GARY C. COMER          Chairman of the Board and Director
---------------------------
     Gary C. Comer


/s/  RICHARD C. ANDERSON    Vice Chairman of the Board and Director
---------------------------
     Richard C. Anderson


/s/  DAVID F. DYER          Chief Executive Officer and Director
---------------------------
     David F. Dyer


/s/  JOHN N. LATTER         Director
---------------------------
     John N. Latter


/s/  DAVID B. HELLER        Director
---------------------------
     David B. Heller


/s/  HOWARD G. KRANE        Director
---------------------------
     Howard G. Krane


/s/  DANIEL OKRENT          Director
---------------------------
     Daniel Okrent







                                                                    51

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTARY SCHEDULE


We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Lands' End, Inc. annual
report to shareholders included in this Form 10-K and have issued our report
thereon dated March 3, 2000.  Our audit was made for the purpose of forming an
opinion on those statements taken as a whole.  The schedule on page 53 of this
Form 10-K is the responsibility of the company's management and is presented
for the purpose of complying with the Securities and Exchange Commission's
rules and is not part of the basic consolidated financial statements.  This
schedule has been subjected to the auditing procedures applied in the audit of
the basic consolidated financial statements and, in our opinion, fairly states
in all material respects the financial data required to be set forth therein
in relation to the basic consolidated financial statements taken as a whole.





/s/  ARTHUR ANDERSEN LLP
     Milwaukee, Wisconsin
     March 3, 2000

































                                                                       52






                      LANDS' END, INC. & SUBSIDIARIES
                                SCHEDULE II
                     VALUATION AND QUALIFYING ACCOUNTS
                          (Dollars in thousands)

                               Balance,   Amounts     Write-Offs  Balance,
                               Beginning  Charged to   Against    End of
                               of Period  Net Income   Reserve    Period
                               ---------  ----------   -------    ------
Reserve for Returns:

Year Ended January 28, 2000     $ 7,193    $210,393   $209,717   $  7,869
                                =======    ========   ========   ========

Year Ended January 29, 1999     $ 6,128    $205,557   $204,492   $  7,193
                                =======    ========   ========   ========

Year Ended January 30, 1998     $ 5,184    $179,096   $178,152   $  6,128
                                =======    ========   ========   ========









































                                                                       53
                    LIST OF DOCUMENTS INCORPORATED BY REFERENCE


In addition to the exhibits filed with this report, the exhibits listed
below have been heretofore filed with the Securities and Exchange
Commission as exhibits to the company's registration statement on Form S-8
(File No. 033-63461) and on Form S-1 (File No. 33-08217) or to other filings
with the Commission and are incorporated herein as exhibits by reference,
pursuant to Rule 24 of the SEC Rules of Practice.  The exhibit number of the
document so filed is stated next to the description of such exhibit.  The file
number for all other documents is 1-9769.

     Table               Description                       Exhibit   Doc
     Number                of Item                         Number    Desc
     ------              -----------                       -------   ----
      (3)    Articles of Incorporation and By-laws:

             Certificate of Incorporation of the company,     1     S-1
                  as amended through October 3, 1986.

             Amendment to Certification of Incorporation of   3     10-Q
                  the company, dated August 10, 1987.             Oct 1987

             Amendment to Certificate of Incorporation of     4     10-Q
                  the company, dated May 20, 1994.                July 1994
             Amended and Restated By-laws of the company.     2     10-K
                                                                    1993

      (4)    Equity Instrument and Agreements relating
                  to Debt Obligations:

             Form of Stock Certificate to evidence the        1     10-Q
                  Common stock.                                   Aug 1990

             First Amendment to the Lands' End                2     S-8
                  Retirement Plan                                 Oct 1995

      (10)   Material Contracts:

             Salaried Incentive Bonus Plan                    9     S-1

             Annual Incentive Plan and Long-Term                   Proxy
                  Incentive Plan                                    1996

             Amended and Restated Stock Option Plan           1     10-Q
                  of the company dated August 24, 1999            July 1999

             First Amended and Restated Non-Employee          2     10-Q
                  Director Stock Option Plan dated                July 1999
                  August 24, 1999

             Second Amended and Restated Non-Employee         2     10-Q
                  Director Stock Option Plan dated                Oct. 1999
                  December 3, 1999






                                                                       54

  Table                     Description                   Exhibit  Doc
  Number                      of Item                     Number   Desc
  ------                    -----------                   -------  -----


   (10)     Amended and Restated Retirement Plan,            3     10-K
                 dated February 1, 1992                            1994

            Form of Director Deferred Compensation           1     10-Q
                  Agreement                                      July 1995

            Resignation Agreement between Michael J. Smith   1     10-Q
                 and the company                                 Oct. 1998

            Resignation Agreement between William E. Ferry   2     10-Q
                 and the company                                 Oct. 1998

            Employment and Option Agreements between         3     10-Q
                 David F. Dyer and the company                   Oct. 1998

            Amended and Restated Statement of Corporate      1     10-Q
                 Policy regarding Transactions in                Oct. 1999
                 Securities dated December 3, 1999







































                                                                       55






                                                              Exhibit 23.1


                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K into the Company's previously filed
Registration Statement on Form S-8 (File No. 033-63461).






/s/  ARTHUR ANDERSEN LLP
     Milwaukee, Wisconsin
     April 26, 2000