SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              _______________

                               FORM 10-K405

(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 31, 1997
                            OR
          TRANSITION 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, WI                  53595
(Address of principal executive               (Zip code)
offices)

Registrant's telephone number, including area code:  608-935-9341

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 21, 1997, the aggregate market value of the Common Stock of the
registrant held by non-affiliates of the registrant was $373,548,917.

The number of shares of Common Stock ($0.01 par value) outstanding as of
March 21, 1997, was 32,408,830.

                    DOCUMENTS INCORPORATED BY REFERENCE

             Documents                         Form 10-K Reference

 Notice of 1997 Annual Meeting and             Part III, Items 10,
Proxy Statement dated April 14, 1997              11, 12 and 13             






                      Lands' End, Inc. & Subsidiaries
                                 Index To
                        Annual Report On Form 10-K
                      For Year Ended January 31, 1997

Part I.                                                                Page 
                                                                       ----
     Item 1.   Business .............................................   3-9
               Executive Officers of the Registrant .................     9
     Item 2.   Properties ........................................... 10-11
     Item 3.   Legal Proceedings ....................................    11
     Item 4.   Submission of Matters to a Vote of Security Holders ..    11

Part II.

     Item 5.   Market for Registrant's Common Equity and Related 
                 Shareholder Matters ................................    12
     Item 6.   Selected Consolidated Financial Data .................    13
     Item 7.   Management's Discussion and Analysis of Consolidated
                 Financial Condition and Results of Operations ...... 14-19
     Item 8.   Consolidated Financial Statements and Supplementary 
                 Data ............................................... 20-35
     Item 9.   Changes in and Disagreements on Accounting and 
                 Consolidated Financial Disclosure...................    36

Part III.

     Item 10.  Directors and Executive Officers of the Registrant....    36
     Item 11.  Executive Compensation ...............................    36
     Item 12.  Security Ownership of Certain Beneficial Owners and
                 Management .........................................    36
     Item 13.  Certain Relationships and Related Transactions .......    36

Part IV.
  
     Item 14.  Exhibits, Consolidated Financial Statement Schedules,
                 and Reports on Form 8-K ............................    37

Signatures ..........................................................    38

                                                           











                                                                        2  

                                  PART I.

Item 1.   Business

   Lands' End, Inc., is a leading direct merchant 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 principally through regular  
   mailings of its monthly primary catalogs and its specialty catalogs.

   The company's growth strategy has three key elements.  First, the        
   company seeks to increase sales from its regular catalogs in the United  
   States 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.  Third, the company is actively   
   pursuing opportunities to apply its merchandising, marketing and order   
   fulfillment skills abroad by continuing its efforts in the United        
   Kingdom and Japan and by the launching of operations in Germany.

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, monthly publication and distinctive covers to        
   stimulate the reader's interest, combining a consistent theme with       
   varying monthly features.
   
   During fiscal 1997, the company mailed 12 issues of its regular          
   monthly (primary) catalog with an average of 147 pages per issue from    
   its U.S. based operations.  Worldwide, the company mailed approximately  
   211 million full-price catalogs, including specialty catalogs and        
   abridged issues.

Regular (Primary) and Prospector Catalogs (U.S. Based Operations) 
                           
   Each issue of the regular catalog offers certain basic product lines for 
   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, interim catalogs   
                                                                       3

   and a "Last Chance Before Christmas" catalog.  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.
                                                                       
Specialty Catalogs (U.S. Based Operations)

   In fiscal 1991, the company introduced Kids, Coming Home, and Beyond     
   Buttondowns.  The Kids catalog offers children's clothing.  The Coming   
   Home catalog offers domestic products, primarily bedding and bath items. 
   Beyond Buttondowns offers men's tailored clothing and accessories.  In   
   fiscal 1994, the company introduced Textures, which was revamped as      
   First Person Singular in fiscal 1997.  First Person Singular features    
   women's tailored clothing and accessories. In fiscal 1997, the company   
   mailed six issues each of its Kids and Coming Home catalogs, four issues 
   of its Beyond Buttondowns catalogs, and two issues of its First Person   
   Singular catalogs.

   In fiscal 1994, the company purchased a majority interest in The         
   Territory Ahead.  In fiscal 1997, The Territory Ahead mailed 7 issues of 
   its catalogs.  Also in fiscal 1997, the company signed a non-binding     
   letter of intent to sell its majority interest in The Territory Ahead.   
   In the first quarter of fiscal 1998, the company sold The Territory      
   Ahead and will record an after-tax gain of approximately $5.0 million.  

   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. In fiscal 1997, the company mailed five     
   issues of its Corporate Sales catalogs.

   In fiscal 1995, the company purchased the trademark of Willis &          
   Geiger Company, a respected brand that offers apparel and related        
   products targeted to the outdoor enthusiast.  There were four issues of  
   Willis & Geiger catalogs mailed in fiscal 1997.

   Lands' End had a licensing agreement with MontBell (Japan) from          
   July 1994 to January 1996, through its wholly owned subsidiary           
   MontBell America, Inc.  Then in January 1997, the company entered into a 
   licensing agreement with MontBell Company, Ltd. (Japan), headquartered   
   in Osaka, Japan, giving Lands' End exclusive rights to use the MONTBELL  
   trademark in the United States, Canada, Mexico, and Europe.  Under this  
   new agreement, Lands' End has an exclusive license to use the MONTBELL   
   trademark and product designs in association with the manufacturing,     
   marketing and selling of MONTBELL products as a separate line in Lands'  
   End's regular monthly catalog.       
   
   In fiscal 1998, the company will launch its first Kid's Uniform catalog. 
   This catalog will target the growing uniform trend in many school        
   districts, including public ones.                                   4

                 Pan International (U.S. Based Operations)

   Through the company's Pan International business, regular mailings of    
   primary and prospecting catalogs are sent to customers in more than 175  
   countries throughout the world.  

   The company discontinued its licensing agreement with Myer Direct in     
   Australia, but will continue to develop this counter-seasonal business   
   through its Dodgeville operations instead.
                                                                       
                 International (Foreign Based Operations)

   In September 1991, the company launched its first United Kingdom (U.K.)  
   catalog denominated in British pound sterling.  In August 1993, the      
   company opened a 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   
   office building and distribution center in Oakham will commence in       
   fiscal 1998.  Thirteen issues of the pound-denominated U.K. catalog were 
   mailed in fiscal 1997. 
 
   In the fall of 1994, the company launched operations in Japan, and in    
   fiscal 1997, the company mailed six issues of the Japanese-language,     
   yen-denominated catalog.  The company's phone center and administrative  
   functions operate from its Yokohama offices.  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, but is supported by an independent 
   fulfillment company.

   In August 1996, the company launched its first German-language,          
   Deutschemark-denominated catalog.  Two issues were mailed during fiscal  
   1997.  The company's phone center and administrative functions operate   
   from its Mettlach offices.  Orders are packed and shipped from the       
   Lands' End European distribution center in Oakham, England.    

   Alternative Media

   The company believes that ways of reaching customers other than by       
   regular catalog mailings may become increasingly important in the        
   future.  The company actively experiments with alternative technologies  
   and offers services to its customers on the Internet's World Wide Web.   
   The company will continue to explore the development of interactive      
   shopping to meet its customer's 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  
   
                                                                    5   
   end of fiscal 1997, the company's mailing list consisted of about 25.6  
   million persons, approximately 9.6 million of whom are viewed as         
   "customers" because they 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.
                                                                       
   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 during 1996 indicated that approximately 51 percent 
   of its customers were in the 35-54 age group and had median incomes of   
   $60,000.  This research indicated that approximately 83 percent of       
   customers attended or graduated from college. 

   The company conducts a national advertising campaign intended to build   
   the company's reputation and to attract new customers.  In fiscal 1997,  
   this advertising appeared in about 60 national magazines, as well as on  
   national television and radio.  In addition, the company advertises in   
   approximately 100 national, regional and local publications in Canada,   
   the U.K., Japan, the Middle East, and in Pacific Rim countries.

   Product Development

   Lands' End concentrates on traditional clothing and other products that  
   are classically inspired, simply styled and quality crafted to meet the  
   changing tastes of the company's customers rather than to mimic the      
   changing fads of the fashion world.  At the same time, the company seeks 
   to maintain customer interest 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 also specify the fibers, fabric             
   construction and manufacturing source for each item and are responsible  
   for the styling and quality features of the products.

   As part of its "direct merchant" philosophy, Lands' End deals directly   
   with its suppliers and seeks to avoid intermediaries.  All goods are     
   produced by independent manufacturers, except for most of our soft       
   luggage which is assembled at the company's own facilities.  During      
   fiscal 1997, the company purchased merchandise from more than 470        
   domestic and foreign manufacturers, and no single manufacturer accounted 
   for more than 10 percent of company purchases in each of the last three  
   fiscal years.  In fiscal 1997, nearly 37% of our merchandise was         
   imported.  The remaining 63% of our merchandise was purchased through    
   United States based suppliers who may source portions of their           
   production through programs in Central America.  The company will        
   continue to take advantage of worldwide sourcing without sacrificing   
                                                                      6   

   customer service or quality standards.  The availability and cost of     
   certain foreign products may be affected by United States trade policies 
   and the value of the United States dollar relative to foreign            
   currencies. 

   Order Entry and Fulfillment

   The company attempts to simplify catalog shopping as much as possible    
   and believes that its fulfillment systems are among the best in the      
   United States.  Lands' End utilizes toll-free telephone numbers which    
   may be called 24 hours a day, seven days a week (except Christmas Day)   
   to place orders or to request a catalog.  Approximately 80 - 90 percent  
   of catalog orders are placed by telephone.  Telephone calls are answered 
   by as many as 2,800 well-trained sales representatives who utilize on-   
   line computer terminals to enter customer orders and to retrieve         
   information about product characteristics and availability.  Additional  
   services are provided through 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 customer return items.  

   Orders are generally shipped by United Parcel Service (UPS) at various   
   tiered rates dependent upon the total dollar value of each customer's    
   order.  Other expedited delivery services are available at additional    
   charges.  The company utilizes a two-day UPS service at standard rates,  
   enhancing its customer service.      

   Merchandise Liquidation

   Liquidations, sales of overstocks and end-of-season merchandise at       
   reduced prices, were approximately 9 percent, 11 percent and 10 percent  
   of net sales in fiscal 1997, 1996 and 1995, respectively.  A majority of 
   liquidation sales were made through catalogs and other print media.      
   The balance was sold principally through the company's outlet and inlet  
   retail stores.

   

                                                                       7
   Competition

   The company's principal competitors are retail stores, including         
   specialty shops, department stores, and other catalog companies.  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 and 
   its unqualified guarantee.

   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 on-line through various computer       
   networks.  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, catalog retailers may not be able to        
   respond as quickly as traditional retailers in an environment of rapidly 
   changing prices.

   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.  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.

   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       
   excellent.  As a result of the highly seasonal nature of the company's   
   business, the size of the company's workforce varies, ranging from       
                                                                       8    
   approximately 5,700 to 8,400 individuals in fiscal 1997.  During the     
   peak winter season of fiscal 1997, approximately 4,300 of the company's  
   approximately 8,400 employees were temporary employees.  

   Executive Officers of the Registrant

   The following are the executive officers of the company:

   Michael J. Smith, 36, is President and Chief Executive Officer of the    
   company.  In 1983, Mr. Smith entered the employ of the company as a      
   Market Research Analyst, became Circulation Manager of Planning in 1985, 
   and was promoted to Manager of Merchandise Planning and Research in      
   1988.  In 1990, he was named Managing Director of Coming Home and was    
   elected Vice President of that business in 1991.  He assumed his present 
   position and was elected as director of the company in December 1994.
   
   William E. Ferry, 56, is Vice Chairman of Sales since rejoining the      
   company in July 1996.  Mr. Ferry served as Executive Vice President,     
   Merchandising, with the company between 1981 and 1986.  Mr. Ferry was    
   the President and Chief Executive Officer for Eastern Mountain Sports    
   from 1986 until 1996.  He has been serving as a director of the company  
   since November 1996. 
   
   Stephen A. (Chip) Orum, 51, is Executive Vice President and Chief        
   Operating Officer.  Mr. Orum joined the company as Vice President and    
   Chief Financial Officer in June 1991, and was appointed Senior Vice      
   President and Chief Financial Officer in February 1993.  He was promoted 
   to his present position in October 1994.  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.
  
   Bradley K. Johnson, 40, is Senior Vice President, Chief Administrative   
   Officer and Chief Financial Officer.  Mr. Johnson joined the company in  
   May 1996 assuming his current position.  He was employed by Wilsons The  
   Leather Experts, a subsidiary of Melville Co. since 1989 in various      
   capacities, reaching the position of Vice President of Operations and    
   Chief Financial Officer.

   Francis P. Schaecher, 49, 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.  
                                                                       9

Item 2.  Properties

   The following table sets forth certain information of the company 
   and its subsidiaries relating to their principal facilities as of 
   January 31, 1997.  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
         Outlet stores in Brookfield, Fox Point,         
           Madison, Oshkosh, and Dodgeville                    Leased
         Offices in Madison                                    Leased
                                                       
       Iowa:                                                                
         Manufacturing plants in West Union and Elkader        Owned        
         Outlet stores in Iowa City and West Des Moines        Leased
                                                                            
       Illinois:                                                    
         Outlet stores in Chicago, Evanston, Lombard,                       
           Niles, Schaumburg, Vernon Hills, Champaign,                      
           Springfield, and Rockford                           Leased
       
       Minnesota:
         Inlet (B) stores in Richfield and Minnetonka          Leased

       New York:
         Inlet store in Rochester                              Leased       

       California:                                             
         Warehouse, phone center, offices, and retail          Leased(A)
           store in Santa Barbara                                           
                    
     International Properties:
       United Kingdom:
         Warehouse, phone center, outlet store,                Leased
           and offices in Oakham       
         Outlet store in Bicester Village                      Leased
       Japan:                                             
         Warehouse in Fujieda City                             Leased
         Offices and phone center in Yokohama                  Leased
       Germany:
         Offices and phone center in Mettlach                  Leased

  The company believes that its facilities are in good condition, well      
  maintained and suitable for their intended uses.  The company will expand 
  
                                                                       10
  its facilities in Dodgeville, Wisconsin, and the United Kingdom to allow  
  for future growth.  The company plans to open additional inlet and outlet 
  retail stores.     
                                                                       
  (A)  Leased by The Territory Ahead                                        
  
  (B)  The company introduced its "inlet" (originally known only as outlet) 
       concept during fiscal 1997 with the opening of its store in          
       Richfield, Minnesota.  The "inlet" store enhances the traditional    
       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.
                                                                      
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 31, 1997.




























                                                                       11      
                                                                       

                                  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 Item 10 "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 21, 1997, was $27 7/8 per  
   share.

   Shareholders

   As of March 21, 1997, the number of shareholders of record of common     
   stock of the company was 2,581.  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 1997, 1996 and 1995.   

   Stock Split

   In May 1994, the company declared a two-for-one split in the company's   
   common stock that was effected as a stock dividend payable on June 15,   
   1994, to shareholders of record as of May 31, 1994.





















                                                                       12   
Item 6.   Selected Consolidated Financial Data

FIVE-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)
(In thousands, except per share data)

                                            Fiscal Year                   
Fiscal Year                 1997       1996      1995      19942      1993  
 Income statement data:
 Net sales             $1,118,743  $1,031,548  $992,106  $869,975  $733,623 
 Pretax income             84,919      50,925    59,663    69,870    54,033 
  Percent to net sales       7.6%        4.9%      6.0%      8.0%      7.4% 
 Net income before
  cumulative effect of
  change in accounting     50,952      30,555    36,096    42,429    33,500 
 Cumulative effect of
  accounting change             -           -         -     1,300         - 
 Net income                50,952      30,555    36,096    43,729    33,500 
  
Per share of common stock: 1
 Net income per share
  before cumulative 
  effect of change in
  accounting                $1.54       $0.89     $1.03     $1.18     $0.92 
 Cumulative effect of
  change in accounting          -           -         -       .04         - 
 Net income per share       $1.54       $0.89     $1.03     $1.22     $0.92 
 Cash dividends per share       -           -         -     $0.10     $0.10 
 Common shares outstanding 32,442      33,659    34,826    35,912    36,056 

Balance sheet data:
 Current assets          $272,039    $222,089  $198,168  $192,276  $137,531 
 Current liabilities      145,566     114,744   102,717    91,049    67,315 
 Property, plant, equipment
  and intangibles, net    106,006     101,408    99,444    81,554    74,272 
 Total assets             378,045     323,497   297,612   273,830   211,803 
 Noncurrent liabilities     9,474       7,561     5,767     5,496     5,100 
 Shareholders'
  investment              223,005     201,192   189,128   177,285   139,388 
Other data:
 Net working capital     $126,473    $107,345  $ 95,451  $101,227  $ 70,216 
 Capital expenditures      17,992      14,780    27,005    16,958     9,965 
 Depreciation and
  amortization expense     13,558      12,456    10,311     8,286     7,900 
 Return on average
  shareholders'
  investment                  24%         16%       20%       28%       25% 
 Return on average assets     15%         10%       13%       18%       16% 
 
1.  Share data reflects the two-for-one stock split declared in May 1994.

2.  Effective January 30, 1993, the company adopted Statement of Financial  
    Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes" which 
    was recorded as a change in accounting principle at the beginning of    
    fiscal 1994 with an increase to net income of $1.3 million or $0.04 per 
    share.



                                                                        13

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

Results of operations for fiscal 1997, compared with fiscal 1996

Fiscal 1997 was a year of marked improvement.  Sales began to improve
strongly in the last part of the third quarter.  Because of this, we began
the holiday season with lower than optimal inventory levels and had to
disappoint more customers than in past seasons.  Gross profit margins
improved throughout the year, as did the performance of the catalogs,
resulting in a 67 percent increase in net income for the year.  Lands' End
operates on a 52-53 week year.  Fiscal 1997 and fiscal 1995 were 52-week
years, and fiscal 1996 was a 53-week year.

Consolidated statements of operations presented as a percentage of net
sales:


                                           For the period ended           
                                January 31,    February 2,     January 27,  
                                   1997           1996            1995

Net sales                         100.0%         100.0%          100.0%     
                 
Cost of sales                      54.5           57.0            57.6 

Gross profit                       45.5           43.0            42.4

Selling, general and
  administrative expenses          37.9           38.0            36.0  
Charges from sale of subsidiary     0.1            0.2             0.4 

Income from operations              7.5            4.8             6.0  
Interest income (expense), net      0.1           (0.3)           (0.2)
Other                               0.0            0.4             0.2 

Income before income taxes          7.6            4.9             6.0      
Income tax provision                3.0            1.9             2.4  

Net income                          4.6%           3.0%            3.6%















                                                                       14
                                                                       
Net sales grew by 8.5 percent

Net sales for the 52-week year just ended totaled $1.119 billion, compared
with $1.032 billion in the prior 53-week year, an increase of 8.5 percent. 
Our sales increase in fiscal 1997 came mainly from growth in our specialty,
and international businesses, as well as from growth in our core business,
represented by the monthly and prospecting catalogs.  This is primarily the
result of improvements in overall catalog productivity, or sales per page,
especially in our specialty catalogs.  Productivity improvements and growth
in the core U.S. business were the result of stronger creative
presentations and more compelling products.  The core U.S. business
accounted for about 60 percent of total net sales in the year just ended. 
For the year, worldwide, we mailed 211 million full-price catalogs,
compared to the prior year's 200 million.  However, the total number of
pages mailed was reduced by about 3 percent.    

Our inventory balance at the end of fiscal 1997 was $142 million, down 14
percent from fiscal 1996 ending inventory of $165 million.  Because of
strong sales in the third quarter of fiscal 1997, we entered the holiday
season with lower inventory levels and were unable to fill orders at our
usual seasonal rate in the fourth quarter.  For the year, we shipped 86
percent of items ordered by customers at the time the order was placed,
compared with 90 percent in the prior year.  This resulted in disappointing
many of our customers and increased both lost sales and the cost of
shipping a higher level of backorders.

Gross profit margin improved

Gross profit increased 15 percent to $510 million in fiscal 1997, compared
with $444 million in fiscal 1996.  As a percentage of net sales, gross
profit rose to 45.5 percent in fiscal 1997, compared with 43.0 percent in
fiscal 1996.  Our gross profit margin improvement was primarily due to
lower costs associated with liquidating overstocked product, lower
merchandise costs through improvements in sourcing and from a greater
proportion of sales from higher margin businesses.  Liquidation of out-of-
season and overstocked merchandise was 9 percent of net sales in fiscal
1997, compared with 11 percent in the prior year.

In fiscal 1997, inflationary pressure was low, and costs of inventory
purchases increased 1.0 percent, compared with 1.8 percent in fiscal 1996.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses rose 8 percent in
fiscal 1997 to $424 million, from $392 million in fiscal 1996.  As a
percentage of sales, SG&A was 37.9 percent in fiscal 1997, compared with
38.0 percent in fiscal 1996.  Increased productivity of the catalogs, as
well as a larger number of orders and higher average order volume,
benefitted our SG&A expenses.  This was mostly offset by increased bonus
and profit sharing expenses associated with our improved profitability. 
For the year as a whole, paper prices were flat.  The cost of producing and
mailing catalogs represented about 42 percent and 43 percent of total SG&A
in fiscal 1997 and 1996, respectively.






                                                                       15
Depreciation and amortization expense was $13.6 million, up 9 percent from
the prior year, primarily because of equipment, buildings, computer
hardware, and computer software.  Rental expense was $12.8 million, up 11
percent, mainly due to increased computer-related rentals and building
rentals.  In fiscal 1997, we opened two additional stores in Minnesota and
one in New York to liquidate excess inventory.

Utilization of credit lines decreased

Because of lower inventory levels throughout the year, borrowing under our
short-term lines of credit decreased, reducing our interest expense by more
than $2 million from fiscal 1996.  With more cash to invest, our interest
income increased to $1.1 million in fiscal 1997 from $0.3 million in fiscal
1996.  In addition, we purchased about $30 million in treasury stock and
spent $18 million in capital expenditures.  Our lines of credit peaked at
$27 million in October 1996, compared with a peak of $104 million in the
prior year.  At January 31, 1997, we had short-term debt outstanding for
foreign subsidiaries of $11.2 million and no long-term debt outstanding.

Net income increased

Net income in fiscal 1997 was $51.0 million, up 67 percent from the $30.6
million earned in the prior year.  Earnings per common share for the year
just ended were $1.54, compared with $0.89 per share in fiscal 1996.  

As previously reported, we took after-tax charges to earnings in the third
quarter of fiscal 1997 of $840,000, or a reduction of $0.03 per share, and
in the fourth quarter of fiscal 1996 of $1.1 million, also a reduction of
$0.03 per share.  These charges were in connection with the fiscal 1996
sale of our wholly owned subsidiary MontBell America, Inc.  Before the
effect of these after-tax charges, net income for fiscal 1997 was $51.8
million, or $1.57 per share, compared with $31.7 million, or $0.92 per
share in fiscal 1996.  The company's investment in MontBell America, Inc.
is zero as of January 31, 1997.

The Territory Ahead sold

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 an after-tax gain of approximately
$5.0 million.  The after-tax gain will be recorded in the first quarter of
fiscal 1998.
 
Fiscal 1996 compared with fiscal 1995

Fiscal 1996 was a tough year.  Soft apparel demand throughout the industry,
coupled with significant cost increases in paper prices and postal rates,
affected Lands' End greatly.  Our sales increase was weak, and
profitability declined.  However, there were encouraging results from our
strong growth in Japan, in the United Kingdom and from new business
ventures.  Additionally, customer reaction to the quality improvements made
in some of our core products was rewarding.

Net sales for the 53-week year of fiscal 1996 totaled $1.032 billion,
compared with $0.992 billion in the prior 52-week year, an increase of 4
percent.  Adjusting for the one-week difference, sales in fiscal 1996 rose
3 percent compared to fiscal 1995.  Sales in the United States from our
core monthly and prospecting catalogs were down from fiscal 1995 and 

                                                                       16
accounted for about two-thirds of total net sales.  More than the entire
increase in sales in fiscal 1996 came from growth in international and new
businesses.  Because of higher paper prices and postal rates, we reduced
prospecting for new customers in fiscal 1996 and also slightly reduced the
total number of pages mailed.  This resulted in fewer new customers
acquired in fiscal 1996 compared with the prior year.  Worldwide, the
number of full-price catalogs mailed increased by about 5 percent to 200
million in fiscal 1996 from 191 million in fiscal 1995.

Inventory was at $165 million at the end of fiscal 1996, compared with $169
million at the end of fiscal 1995.  For the year, we were able to ship
about 90 percent of items ordered by customers at the time the order was
placed, compared with 88 percent in fiscal 1995.

Gross profit increased

Gross profit increased 5 percent to $444 million in fiscal 1996, compared
with $421 million in fiscal 1995.  As a percentage of net sales, gross
profit rose to 43.0 percent in fiscal 1996 and 42.4 percent in fiscal 1995. 
The improvement in gross profit margin was mainly due to lower merchandise
costs, primarily from improvements in sourcing, as well as from a greater
proportion of sales from higher margin businesses.  Liquidation of out-of-
season and overstocked merchandise was about 11 percent of net sales in
fiscal 1996 and 10 percent in fiscal 1995.

Costs of inventory purchases increased 1.8 percent in fiscal 1996, compared
to 0.1 percent in fiscal 1995.

Selling, general and administrative expenses

Selling, general and administrative expenses rose 10 percent in fiscal 1996
to $392 million, from $358 million in fiscal 1995.  As a percentage of
sales, SG&A increased to 38.0 percent in fiscal 1996 from 36.0 percent in
fiscal 1995.  The increase in the SG&A ratio was primarily due to higher
paper prices and postal rates and lower sales per catalog mailed in the
United States.  Higher paper prices and postal rates increased expenses by
about $20 million in fiscal 1996.  The costs of producing and mailing
catalogs represented about 43 percent of total SG&A in fiscal 1996 and 41
percent in fiscal 1995.  Other operating expenses as a percentage of sales
were about the same as the prior year.  While payroll costs were relatively
higher in fiscal 1996, this was mostly offset by lower bonuses and
consulting fees.                                   

Depreciation and amortization expense was $12.5 million, up 21 percent from
the prior year, mainly for computer software and equipment.  Rental expense
was $11.6 million, up 34 percent, primarily due to increased computer-
related rentals and building rentals.

Utilization of credit lines remained stable

Because of stable inventory levels throughout the year, borrowing under our
short-term lines of credit to meet peak inventory needs was about the same
as in the prior year.  During fiscal 1996, the company purchased about $20
million in treasury stock and spent $15 million in capital expenditures. 
Our lines of credit peaked at $104 million in October 1995, compared with a
peak of $106 million in the prior year.  At February 2, 1996, we had only
short-term debt outstanding for a foreign subsidiary of $9.3 million and no
long-term debt outstanding.

                                                                       17
Net income decreased

Net income was $30.6 million, down 15 percent from the $36.1 million earned
in fiscal 1995.  Earnings per common share in fiscal 1996 were $0.89,
compared with $1.03 per share in fiscal 1995.  Net income after taxes for
fiscal 1996 included $2.4 million in foreign currency exchange gains,
recorded as other income.

As previously reported, we took after-tax charges to earnings in the fourth
quarter of fiscal 1996 of $1.1 million, a reduction of $0.03 per share, and
in the fourth quarter of fiscal 1995 of $2.1 million, a reduction of $0.06
per share.  These were in connection with the sale of our wholly owned
subsidiary, MontBell America, Inc.  Before the effect of these after-tax
charges, net income for fiscal 1996 was $31.7 million, or $0.92 per share,
compared with $38.2 million, or $1.09 per share in fiscal 1995.

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.

Nearly 40 percent of our annual sales came in the fourth quarter of fiscal
years 1997 and 1996.  About 75 percent and 85 percent of before-tax profit
was realized in the same quarter of fiscal 1997 and 1996, 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 purchase treasury stock and make asset additions.

During fiscal 1995, the board of directors evaluated its dividend practice
whereby it had paid annual dividends.  Given our intent to buy back
additional shares, the payment of a cash dividend is not planned for the
foreseeable future.  

We will continue to explore investment opportunities arising from the
expansion of our international businesses and the development of new
businesses.  While this investment spending has had some negative impact on
earnings, it is not expected to have a material effect on liquidity.        
   
At January 31, 1997, we had unsecured domestic credit facilities totaling
$110 million, all of which was unused.  The company also maintains foreign
credit lines for use in foreign operations totaling the equivalent of
approximately $38 million, of which $11.2 million was used at January 31,
1997.  The company has a separate $20 million bank facility available to
fund treasury stock purchases and capital expenditures.  This facility runs
through May 31, 1997, at which time the company expects to renew it.  


                                                                       18
The company's board of directors authorized the purchase of up to 1.0
million shares and 1.5 million shares of the company's common stock in July
1996 and January 1997, respectively.  Of the total of those 2.5 million
shares, 0.6 million shares had been purchased as of January 31, 1997. 
Since fiscal 1990, the company's board of directors has authorized the
purchase of a total of 10.7 million shares of the company's common stock. 
A total of 1.3 million, 1.3 million, and 1.4 million shares have been
purchased in the fiscal years ended January 31, 1997, February 2, 1996, and
January 27, 1995, respectively.  The total cost of the purchases was $30.1
million, $20.0 million, and $28.0 million for fiscal 1997, 1996 and 1995,
respectively.  

Capital investment

Capital investment was about $18 million in fiscal 1997.  Major projects
included new computer hardware and software, leasehold improvements for new
retail stores and the expansion of distribution facilities in Dodgeville,
Wisconsin. 

In the coming year, we plan to invest about $43 million in capital
improvements.  Major projects will include an additional office building
and the expansion of distribution facilities in Dodgeville, Wisconsin, a
new distribution and phone center in Oakham, England, new computer hardware
and software, and material handling equipment.  We believe 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.

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 which 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.

The possible future changes discussed above are forward looking, subject to
numerous uncertainties and accordingly, not necessarily indicative of
actual future results.                                                    






                                                                       19

Item 8.  Consolidated Financial Statements and Supplementary Data

Consolidated Statements of Operations
Lands' End, Inc. & Subsidiaries
(In thousands, except per share data)
                                                 For the period ended       

                                      January 31,  February 2,  January 27,
                                         1997         1996          1995    
 
Net sales                             $1,118,743  $1,031,548      $992,106

  Cost of sales                          609,168     588,017       571,265

Gross profit                             509,575     443,531       420,841 

  Selling, general and 
    administrative expenses              424,390     392,484       357,516
  Charges from sale of subsidiary          1,400       1,882         3,500

Income from operations                    83,785      49,165        59,825

Other income (expense):
  Interest expense                          (510)     (2,771)       (1,769)
  Interest income                          1,148         253           307
  Other                                      496       4,278         1,300 

  Total other income (expense), net        1,134       1,760          (162) 
 
Income before income taxes                84,919      50,925        59,663
Income tax provision                      33,967      20,370        23,567

Net income                            $   50,952  $   30,555      $ 36,096

Net income per share                  $     1.54  $     0.89      $   1.03  

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





















                                                                       20
Consolidated Balance Sheets                                                    
Lands' End, Inc. & Subsidiaries
(In thousands)                                       January 31,  February 2,
                                                        1997         1996
Assets                                                                       
Current assets:
  Cash and cash equivalents                           $ 92,827     $ 17,176 
  Receivables                                            8,739        8,064
  Inventory                                            142,445      164,816 
  Prepaid advertising                                   11,066       15,824
  Other prepaid expenses                                 5,440        5,295
  Deferred income tax benefits                          11,522       10,914 
Total current assets                                   272,039      222,089

Property, plant and equipment, at cost:
  Land and buildings                                    72,360       72,248
  Fixtures and equipment                                98,642       83,880
  Leasehold improvements                                 4,291        2,912
  Construction in progress                               1,337            -
Total property, plant and equipment                    176,630      159,040
  Less-accumulated depreciation and amortization        72,946       60,055
Property, plant and equipment, net                     103,684       98,985
Intangibles, net                                         2,322        2,423  
Total assets                                          $378,045     $323,497

Liabilities and shareholders' investment
Current liabilities:
  Lines of credit                                     $ 11,195     $  9,319
  Accounts payable                                      76,585       62,380
  Reserve for returns                                    5,184        4,555 
  Accrued liabilities                                   28,141       23,751 
  Accrued profit sharing                                 2,937        1,483
  Income taxes payable                                  21,524       13,256
Total current liabilities                              145,566      114,744

Deferred income taxes                                    8,814        7,212
Long-term liabilities                                      660          349
 
Shareholders' investment:
  Common stock, 40,221 shares issued                       402          402
  Donated capital                                        8,400        8,400
  Additional paid-in capital                            26,230       26,165
  Deferred compensation                                 (1,370)      (1,193)
  Currency translation adjustments                         378          360
  Retained earnings                                    311,061      260,109
  Treasury stock, 7,778 and 6,561
    shares at cost, respectively                      (122,096)     (93,051)
Total shareholders' investment                         223,005      201,192
Total liabilities and shareholders' investment        $378,045     $323,497

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







                                                                         21
Consolidated Statement of Shareholders' Investment
Lands' End, Inc. & Subsidiaries
(In thousands)
                                              For the period ended
                                   Jan. 31, 1997  Feb. 2, 1996  Jan. 27, 1995
Common Stock
  Beginning balance                   $     402      $    402       $    201   
  Two-for-one stock split                     -             -            201
  Ending balance                      $     402      $    402       $    402

Donated Capital Balance               $   8,400      $  8,400       $  8,400

Additional Paid-in Capital
  Beginning balance                   $  26,165      $ 25,817       $ 24,888   
  Tax benefit of stock 
   options exercised                         65           348          1,130
  Two-for-one stock split                     -             -           (201)
  Ending balance                      $  26,230      $ 26,165       $ 25,817

Deferred Compensation
  Beginning balance                   $  (1,193)     $ (1,421)      $ (2,001)  
  Issuance of treasury stock               (494)            -              - 
  Amortization of deferred                                
   compensation                             317           228            580
  Ending balance                      $  (1,370)     $ (1,193)      $ (1,421)

Foreign Currency Translation
  Beginning balance                   $     360      $    284       $    246 
  Adjustment for the year                    18            76             38   
  Ending balance                      $     378      $    360       $    284

Retained Earnings
  Beginning balance                   $ 260,109      $229,554       $193,460
  Net income                             50,952        30,555         36,096
  Issuance of treasury stock                  -             -             (2)
  Ending balance                      $ 311,061      $260,109       $229,554  

Treasury Stock
  Beginning balance                   $ (93,051)     $(73,908)      $(47,909)
  Purchase of treasury stock            (30,143)      (20,001)       (27,979) 
  Issuance of treasury stock              1,098           858          1,980 
  Ending balance                      $(122,096)     $(93,051)      $(73,908)

Total Shareholders' Investment        $ 223,005      $201,192       $189,128

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












                                                                         22

Consolidated Statements of Cash Flows
Lands' End, Inc. & Subsidiaries
(In thousands)                                  Jan. 31,   Feb. 2,   Jan. 27,  
                                                  1997       1996      1995
Cash flows from operating activities:
  Net income                                    $ 50,952   $ 30,555  $ 36,096
  Adjustments to reconcile net income to net
    cash flows from operating activities-                            
    Depreciation and amortization                 13,558     12,456    10,311  
    Deferred compensation expense                    317        228       580  
    Deferred income taxes                            994       (669)   (2,645)
    Loss on disposal of fixed assets                 325      1,544       901
    Changes in assets and liabilities excluding the 
      effects of acquisitions and divestitures:
      Receivables                                   (675)    (4,888)     (264)
      Inventory                                   22,371      1,423   (16,544)
      Prepaid advertising                          4,758     (8,318)     (580)
      Other prepaid expenses                        (145)    (1,611)    1,177 
      Accounts payable                            14,205      9,618    (2,093)
      Reserve for returns                            629       (456)    1,104 
      Accrued liabilities                          4,390     (2,208)    8,509  
      Accrued profit sharing                       1,454       (196)     (597)
      Income taxes payable                         8,268      3,877    (1,671)
    Other                                            394         37       177
Net cash flows from operating activities         121,795     41,392    34,461 

Cash flows from investing activities:
  Cash paid for capital additions and
    businesses acquired                          (18,481)   (13,904)  (32,102) 
  Proceeds from divestiture                            -      1,665         -  
Net cash flows used for investing activities     (18,481)   (12,239)  (32,102) 
  
Cash flows from financing activities:
  Proceeds from short-term borrowings              1,876      1,780     7,539
  Payment of long-term debt                            -        (40)      (40) 
  Purchases of treasury stock                    (30,143)   (20,001)  (27,979) 
  Issuance of treasury stock                         604        858     1,978  
Net cash flows used for financing activities     (27,663)   (17,403)  (18,502) 
 
Net increase (decrease) in cash 
  and cash equivalents                            75,651     11,750   (16,143)

Beginning cash and cash equivalents               17,176      5,426    21,569  
 
Ending cash and cash equivalents                $ 92,827   $ 17,176  $  5,426

Supplemental cash flow disclosures:
  Interest paid                                 $    517   $  2,833  $  2,828
  Income taxes paid                               25,261     16,896    27,595

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







                                                                         23

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's primary market is the United   
    States, and other markets include the Pacific Basin area, Europe 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 1997 was a 52-week year that ended on       
    January 31, 1997.  Fiscal 1996 was a 53-week year that ended on            
    February 2, 1996.  The additional week was added in the fourth quarter of  
    fiscal 1996.  Fiscal 1995 was a 52-week year that ended on January 27,     
    1995.

    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 $23.1 million and $22.4 million    
    higher than reported at January 31, 1997 and February 2, 1996,             
    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 which are generally amortized within three months from the   
    date catalogs are mailed.
  

                                                                         24  

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

    Advertising costs reported as prepaid assets were $11.1 million and $15.8  
    million as of January 31, 1997, and February 2, 1996, respectively.        
    Advertising expense was $195.7 million, $188.3 million and $162.0 million  
    for fiscal years ended January 31, 1997, February 2, 1996, and January 27, 
    1995, respectively.

    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 goodwill which is being amortized   
    over 40 years on a straight-line basis.  Other intangibles are amortized   
    up to a period of five years.  Total accumulated amortization of these     
    intangibles as reflected on the Consolidated Balance Sheets was $0.8       
    million and $0.4 million at January 31, 1997, and February 2, 1996,        
    respectively.

    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.    
    
    Net income per share

    Net income per share is computed by dividing net income by the weighted    
    average number of common shares outstanding during each period.  The       
    weighted average common shares outstanding were 33.1 million, 34.2 million 
    and 35.2 million for fiscal years 1997, 1996 and 1995, respectively.       
    Common stock equivalents include awards, grants and stock options which    
    have been issued by the company.  The common stock equivalents do not      
    significantly dilute earnings per share.

    Financial instruments with off-balance-sheet risk

    The company is party to financial instruments with off-balance-sheet risk  
    in the normal course of business to reduce its exposure to fluctuations    
    in foreign currency exchange rates and to meet financing needs.

 









                                                                         25

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

    The company enters into forward exchange contracts and options to hedge    
    anticipated foreign currency transactions during the upcoming seasons.     
    The purpose of the company's foreign currency hedging activities is to     
    protect the company from the risk that the eventual dollar cash flows      
    resulting from these transactions will be adversely affected by changes in 
    exchange rates.  At January 31, 1997, the company had forward exchange     
    contracts, maturing through January 1998, to sell approximately 2.2        
    billion Japanese yen and 8.3 million British pounds and to purchase        
    approximately 3.4 million Canadian dollars.  In addition, the company      
    purchased forward currency options to sell 0.5 billion Japanese yen        
    through December 1997.  The gains and losses on the outstanding forward    
    exchange contracts are reflected in the financial statements in the period 
    in which the currency fluctuation occurs. 

    The company also 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 31, 1997, the company had outstanding letters of credit of         
    approximately $22 million, all of which had expiration dates of less       
    than one year.   
    
    The counterparties to the financial instruments discussed above are        
    primarily two large financial institutions; management believes the risk   
    of counterparty nonperformance on these financial instruments is not       
    significant. 
   
    Foreign currency 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           
    accumulated in a separate component of stockholder's equity.  Foreign      
    currency transaction gains and losses reflected on the Consolidated        
    Statements of Operations included a gain of $0.2 million, $4.1 million and 
    $0.8 million in fiscal 1997, 1996, and 1995, 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 1997 presentation.
                                                                   
    Accounting standards

    In fiscal 1997, the company adopted SFAS No. 121 "Accounting for the       
    Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed   
    of".  There has been no material impact on the company's consolidated      
    financial statements since adopting this standard.



                                                                         26

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

    In February 1997, the Financial Accounting Standards Board issued SFAS No. 
    128, "Earnings Per Share".  The standard revises the computation and       
    presentation of earnings per share and will be adopted by the company in   
    the fourth quarter of fiscal 1998.  The company does not expect the        
    adoption of this standard to have a material impact on the reported        
    earnings per share.

Note 2.  Shareholders' investment
        
    Two-for-one stock split

    In May 1994, the company declared a two-for-one split (effected as a stock 
    dividend) in the company's common stock.  The stock split resulted in an   
    increase in the stated capital of the company from $201,103 to $402,206    
    with a corresponding reduction in paid-in capital.  All share data         
    reflects the May 1994 two-for-one stock split.    

    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 
    10.7 million shares of the company's common stock.  A total of 8.8         
    million, 7.5 million and 6.2 million shares had been purchased as of       
    January 31, 1997, February 2, 1996, and January 27, 1995, respectively.  

    Treasury stock summary:                For the period ended
                               Jan. 31, 1997  Feb. 2, 1996   Jan. 27, 1995

     Beginning balance           6,561,298       5,394,972       2,154,235
       Two-for-one stock split           -               -       2,154,235 
       Purchase of stock         1,284,270       1,282,326       1,380,502  
       Issuance of stock           (67,310)       (116,000)       (294,000) 

     Ending Balance              7,778,258       6,561,298       5,394,972
    
    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.  

    In addition, the company granted shares of its common stock to individuals 
    as an inducement to enter the employ of the company.


                                                                         27

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

    The following table reflects the activity under the stock award and stock  
    grant plans:  
     
                                             Awards       Grants           
      Balance at January 28, 1994            149,160      10,000      
        Granted                                    -           - 
        Forfeited                            (15,940)    (10,000)
        Vested                               (17,860)          -        
      Balance at January 27, 1995            115,360           0     
        Granted                                    -           -
        Forfeited                             (2,700)          -        
        Vested                               (15,980)          -    
      Balance at February 2, 1996             96,680           0               
        Granted                                    -      25,000
        Forfeited                             (6,560)          - 
        Vested                               (15,000)          -
      Balance at January 31, 1997             75,120      25,000  

    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.
  
Stock options

    The company has 2.5 million shares of common stock, either authorized      
    and unissued shares or treasury shares, that may be issued pursuant to the 
    exercise of options granted under the company's stock option plan.         
    Options are granted at the discretion of a committee of the company's      
    board of directors to officers and key employees of 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 grant.

    Activity under the stock option plan is as follows:
                                                     Average
                                                     Exercise   Exercisable
                                           Options     Price      Options

      Balance at January 28, 1994        1,689,200    $13.31      340,000
        Granted                                  -         -
        Exercised                         (294,000)     6.72 
        Forfeited                         (928,800)    15.27            
      Balance at January 27, 1995          466,400     13.56      195,480
        Granted                            342,100     16.50
        Exercised                         (116,000)     7.40
        Forfeited                          (70,800)    17.55
      Balance at February 2, 1996          621,700     15.87      150,240
        Granted                            647,000     20.52
        Exercised                          (42,310)    14.28
        Forfeited                          (75,990)    16.69
      Balance at January 31, 1997        1,150,400    $18.49      193,140
 




                                                                         28

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

    The range of options outstanding as of January 31, 1997 is as follows:

                                                                Weighted
                                                                Average     
                                          Weighted Average      Remaining      
    Price         Number of Options        Exercise Price       Contractual
    Range       Shares       Exercis-                 Exercis-  Life 
    Per Share   Outstanding  able      Outstanding    able      (In years)

    $12.00-$15.99  196,000    140,000    $ 13.91      $ 13.75     5.9       
     16.00-$19.99  759,600     26,260      18.14        16.50     9.6
    Over $20.00    194,800     26,880      24.41        20.75     9.2

                 1,150,400    193,140    $ 18.49      $ 15.10     8.9  
   
    The options above generally have a 10-year term and vest over five years. 

    Stock-Based Compensation

    During fiscal 1996 the company adopted SFAS No. 123, "Accounting for       
    Stock-Based Compensation."  As permitted by the statement, the company     
    will continue to account 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 $0.3        
    million, $0.2 million and $0.6 million in fiscal 1997, 1996 and 1995,      
    respectively.  The company has included the additional disclosures         
    required by SFAS No. 123; however, the pro forma impact of determining     
    compensation cost based on the fair value of stock options is not          
    material.

Note 3.  Income taxes

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

                                     Period ended,                             
                     January 31,       February 2,      January 27,
                        1997               1996              1995 
      Current:
        Federal       $ 27,980           $ 17,996          $ 22,154     
        State            4,993              3,043             4,058            
      Deferred             994               (669)           (2,645)
    
                      $ 33,967           $ 20,370          $ 23,567

    










                                                                         29

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

    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 31,    February 2,    January 27,
                                     1997           1996           1995  
 
     Tax at statutory                                                      
       federal tax rate            $ 29,720       $ 17,825       $ 20,882
     State income taxes,
       net of federal benefit         3,314          2,018          2,156
     Other                              933            527            529   

                                   $ 33,967       $ 20,370       $ 23,567

    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 31, 1997 and February 2, 1996 are as follows 
    (in thousands):

                                  Jan. 31, 1997   Feb. 2, 1996   
    Deferred tax assets:
        Catalog advertising         $ (2,180)       $ (1,415)    
        Inventory                      7,315           8,602      
        Employee benefits              3,244           1,918     
        Reserve for returns            2,074           1,822     
        Other                          1,069             (13)    

          Total                     $ 11,522        $ 10,914     

    Deferred tax liabilities:
        Depreciation                $  9,201        $  7,980      
        Foreign operating                       
          loss carryforwards            (843)           (527)    
        Valuation allowance              843             527     
        Other                           (387)           (768)    

          Total                     $  8,814        $  7,212          
    
    The valuation allowance required under SFAS No. 109 has been established   
    for the deferred income tax benefits related to certain subsidiary loss    
    carryforwards, which management currently estimates may not be realized.
    These carryforwards do not expire.

Note 4.  Lines of credit

    The company has unsecured domestic lines of credit with various U.S. banks 
    totaling $110 million.  There were no amounts outstanding at January 31,   
    1997 and February 2, 1996. 



                                                                         30

Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
 
    In addition, the company has unsecured lines of credit with foreign banks  
    totaling the equivalent of approximately $38 million for its wholly owned  
    foreign subsidiaries.  There was $11.2 million outstanding at January 31,  
    1997 at interest rates averaging 3.6 percent, compared to $9.3 million as  
    of February 2, 1996.

Note 5.  Long-term debt

    There was no long-term debt as of January 31, 1997 and February 2, 1996.
    
    The company has an agreement which expires May 31, 1997 with a bank        
    for a $20 million credit facility available to fund treasury stock         
    purchases and capital expenditures.  The company intends to renew this     
    facility.  As of January 31, 1997, the company was in compliance with      
    lending conditions and covenants related to this debt facility.
    
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 $12.8 million, $11.6 million   
    and $8.6 million for the years ended January 31, 1997, February 2, 1996,   
    and January 27, 1995, respectively.       

    Total future fiscal year commitments under these leases as of January 31,  
    1997 are as follows (in thousands):   

                      1998        $11,298      
                      1999          8,397     
                      2000          6,051     
                      2001          3,136     
                      2002          2,488     
                      After 2002    9,798 

                                  $41,168 

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 which allows     
    employees to make contributions, and the company matches a portion of  
    those contributions.  Total expense provided under this plan was $5.0      
    million, $3.2 million and $3.5 million for the years ended January 31,     
    1997, February 2, 1996 and January 27, 1995, respectively.   

Note 8.  Divestitures

    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           
    approximately $5.0 million.  The after-tax gain will be recorded in the    
    first quarter of fiscal 1998.

                                                                         31

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

    MontBell
    In July 1994, the company formed a wholly owned subsidiary that acquired   
    the marketing rights and assets of MontBell America, Inc.  In fiscal 1996, 
    the company sold those marketing rights and assets to a wholly owned       
    subsidiary of Outdoor Industry Group, Inc.  In connection with this sale,  
    the company has taken after-tax charges to earnings of $0.8 million, $1.1  
    million and $2.1 million in fiscal 1997, 1996 and 1995, respectively.  The 
    company's investment in MontBell America, Inc. is zero as of January 31,   
    1997.

    Sales and results of operations of MontBell America, Inc., and The         
    Territory Ahead were not material to the consolidated financial            
    statements.

Note 9.  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 which 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. 




















                                                                         32

Note 10.  Consolidated Quarterly Analysis (unaudited)


(In Thousands, except per share data)
                                           Fiscal 1997                         
                                                  
                             1st Qtr    2nd Qtr    3rd Qtr    4th Qtr          
          

Net Sales                   $211,835   $196,160   $287,420   $423,328         
Gross profit                  94,737     89,469    126,087    199,282          
Pretax income                  7,348      4,926     10,319     62,326          
Net income                  $  4,409   $  2,950   $  6,157   $ 37,436          
Net income per share        $   0.13   $   0.09   $   0.19   $   1.15          
Common shares outstanding     33,609     32,994     32,831     32,442          
Market price of shares
 outstanding:
  - market high               19 7/8    24 3/4      23 1/8     30 1/4          
  - market low                14 5/8    18 1/8      19 7/8     21 1/8          
                                           

 
                                           Fiscal 1996                         
                                                  
                             1st Qtr    2nd Qtr    3rd Qtr    4th Qtr          
            

Net sales                   $207,122   $189,064   $235,887   $399,475          
Gross profit                  90,677     82,069     98,991    171,794          
Pretax income                  2,192      2,813      2,941     42,979          
Net income                  $  1,307   $  1,695   $  1,766   $ 25,787
Net income per share        $   0.04   $   0.05   $   0.05   $   0.77          
Common shares outstanding     34,686     34,536     33,784     33,659          
Market price of shares
 outstanding:
  - market high               19 1/2    17          17 3/4     15 1/2          
  - market low                15        14 5/8      14 3/8     12 7/8          
                                                  
The unaudited quarterly financial data above has been restated from the
company's previously filed Forms 10-K and 10-Q to reflect certain
reclassifications from selling, general and administrative expenses to 
cost of sales during fiscal 1996.

















                                                                         33




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 31, 1997, 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/  MICHAEL J. SMITH                     /s/  BRADLEY K. JOHNSON  
     Michael J. Smith                          Bradley K. Johnson
     Chief Executive Officer                   Senior Vice President and
                                               Chief Financial Officer

       












                                                                         34


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 31, 1997, and
February 2, 1996, and the related consolidated statements of operations,
shareholders' investment and cash flows for each of the three years in the
period ended January 31, 1997.  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 31, 1997, and February 2, 1996, and the results of
their operations and their cash flows for each of the three years in the
period ended January 31, 1997, in conformity with generally accepted
accounting principles.



/s/  ARTHUR ANDERSEN LLP 
     Milwaukee, Wisconsin 
     March 7, 1997 
  





                                          
















                                                                         35
                            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 2 through 5 of        
    the Lands' End, Inc. Notice of 1997 Annual Meeting and Proxy Statement     
    dated April 14, 1997 (the "Proxy Statement").

    The information required by this item with respect to executive            
    officers of the company is included on page 9 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 10 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 page 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 4 and 5 of the Proxy Statement.





















    
                                                                          36
                                 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
                  ------                -----------                 -------

                   (10)     Seventh Amendment to Loan Agreement        1
                              between the company and the         
                              American National Bank and Trust  
                              Company of Chicago, dated       
                              December 30, 1996

                   (11)     Statement of recomputation of                
                              earnings per share                       2

                   (23)     Consent of Arthur Andersen LLP             3


          (b)   Reports on Form 8-K

                There were no reports filed on Form 8-K during the 
                three-month period ended January 31, 1997.





























                                                                         37    
                                         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 28, 1997.


                                            LANDS' END, INC.

                                    By /s/  BRADLEY K. JOHNSON
                                            ---------------------------        
                                            Bradley K. Johnson
                                            Senior Vice President, 
                                            Chief Administrative Officer 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 28, 1997.

/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/  MICHAEL J. SMITH       President and Chief Executive Officer
--------------------------- and Director
     Michael J. Smith


/s/  WILLIAM E. FERRY       Vice Chairman of Sales and Director
---------------------------
     William E. Ferry


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


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


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




                                                                         38
                                                             

   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 7, 1997.  Our audit was made for the purpose of forming an
opinion on those statements taken as a whole.  The schedule on page 40 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    
     April 28, 1997





























                                                                               
                                                                     



                                                                         39

                      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 31, 1997     $ 4,555    $150,820    $150,191    $  5,184
                                =======    ========    ========    ========

Year Ended February 2, 1996     $ 5,011    $145,626    $146,082    $  4,555
                                =======    ========   =========    ========

Year Ended January 27, 1995     $ 3,907    $148,643    $147,539    $  5,011    
                                =======    ========    ========    ========




                                

     

































                                                                         40    

                    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:

             Form of letter from bank approving the            7     10-K 
                  company's unsecured line of credit                 1992
                  and corresponding note.

             Term Loan Note and Loan Agreement between        11     10-Q
                  the company and the American National            Aug 1990
                  Bank and Trust Company of Chicago.

             Sixth Amendment to Loan Agreement between the     1     10-K 
                  company and the American National Bank             1996      
                  and Trust Company of Chicago, dated
                  December 6, 1995                    

      




                                                                          41
  Table                     Description                     Exhibit  Doc
  Number                     of Item                        Number   Desc
  ------                    -----------                     -------  -----
   
   (10)     Buying Agreement between the company and           7     10-Q
                 the European Buying Agency, Ltd.                  Nov 1990

            Salaried Incentive Bonus Plan                      9     S-1

            Annual Incentive Plan and Long-Term                     Proxy
                 Incentive Plan                                      1996  
                           
            Stock Option Plan of the company                   1     10-K
                                                                     1995

            Amended and Restated Retirement Plan,              3     10-K
                 dated February 1, 1992                              1994 
  
            Form of Director Deferred Compensation             1     10-Q      
                 Agreement                                         July 1995   
                                            






































                                                                        42




                                                               Exhibit 10.1


SEVENTH AMENDMENT TO LOAN AGREEMENT

     THIS SEVENTH AMENDMENT ("Amendment") is entered into as of this 30th
day of December 1996, by and between LANDS' END, INC. ("Borrower"), and
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Bank").

     WHEREAS, Borrower executed in favor of Bank a Loan Agreement dated
July 19, 1990, in exchange for Bank's agreement to lend monies to Borrower
(the "Loan Agreement"); which Loan Agreement has been amended by First
Amendment to Loan Agreement dated as of June 1, 1991, a Second Amendment to
Loan Agreement dated as of January 27, 1992, a Third Amendment to Loan
Agreement dated as of December 11, 1992, a Fourth Amendment to Loan
Agreement dated as of December 1, 1993, a Fifth Amendment dated as of
November 22, 1994, and a Sixth Amendment dated as of December 6th, 1995
(said Loan Agreement and Amendments herein referred to as the "Loan
Agreement"); and

     WHEREAS, the Bank and Borrower wish to extend the time within which
disbursement of the Term Loan may be made; and

     WHEREAS, the parties hereto desire and have agreed to enter into this
Amendment in order to amend certain terms of the Loan Agreement; and

     NOW, THEREFORE, in consideration of the above recitals, the mutual
promises and agreements of the parties set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to amend the Loan Agreement as
follows:

     1.  Extension of Final Disbursement Date.  The Final Disbursement Date 
         under the Loan Agreement is hereby extended to May 31, 1997.

     2.  Amendment to Section 5.19, entitled - "Capital Expenditure".       
         Section 5.19 of the Loan Agreement is hereby deleted in its        
         entirety. 

     3.  This Amendment shall be incorporated into and made a part of the   
         Loan Agreement and all other related loan documents executed by    
         Borrower.

     4.  All terms and provisions of the Loan Agreement and all other       
         related loan documents between Borrower and Bank, except as        
         expressly modified herein, shall continue in full force and        
         effect, and Borrower hereby confirms each and every one of its     
         obligations under the Loan Agreement as amended herein.  
         
     5.  This Amendment shall be governed by, and construed in accordance   
         with, the internal laws of the State of Illinois.

     6.  This Amendment shall inure to the benefit of Bank's successors and 
         assigns, and shall be binding upon Borrower's successors and       
         assigns. 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.


                                         LANDS' END, INC. 
                                         a Delaware corporation



                                         TERRY R. JANES            
                                   By:   Terry R. Janes, Treasurer     

                                                  


ACCEPTED BY:

AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO


      PETER B. HARRISON, JR.
By:   Peter B. Harrison, Jr.    

Its:  Commercial Banking Officer



































                                                             Exhibit 11.2


                     COMPUTATION OF EARNINGS PER SHARE

                     LANDS' END, INC. AND SUBSIDIARIES
                     COMPUTATION OF EARNINGS PER SHARE
                 (In thousands, except per share amounts)



                                  Three Months Ended    Twelve Months Ended
                                  Jan. 31,   Feb. 2,    Jan. 31,   Feb. 2,
                                    1997       1996       1997       1996  

Net income                        $37,436    $25,787    $50,952    $30,555 

Average shares of common stock
  outstanding during the period    32,552     33,676     33,078     34,230

Incremental shares from assumed
  exercise of stock options 
  (primary)                           345         10        193         28
                                    
                                   32,897     33,686     33,271     34,258 

Primary earnings per share        $  1.14    $  0.77    $  1.53    $  0.89  
                         

Average shares of common stock
  outstanding during the period    32,552     33,676     33,078     34,230

Incremental shares from assumed
  exercise of stock options
  (fully diluted)                     401         18        401         28
 
                                   32,953     33,694     33,479     34,258 

Fully diluted earnings per share  $  1.14    $  0.77    $  1.52    $  0.89

Average shares of common stock
  outstanding during the period    32,552     33,676     33,078     34,230

Basic earnings per share          $  1.15    $  0.77    $  1.54    $  0.89 





















                                                              Exhibit 23.3


                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 28, 1997







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