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

                                   FORM 10-K
(Mark one)
    X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)   
          OF THE SECURITIES EXCHANGE ACT OF 1934.  (FEE REQUIRED)
          For the fiscal year ended January 30, 1998
                            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 offices)              (Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of each exchange
         Title of each class                      on which registered
    Common Stock ($0.01 par value)               New York Stock Exchange       
                                                  
Securities registered pursuant to Section 12(g) of the Act:  None

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

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

As of March 20, 1998, the aggregate market value of the Common Stock of the
registrant held by non-affiliates of the registrant was $458,835,797.
The number of shares of Common Stock ($0.01 par value) outstanding as of 
March 20, 1998, was 30,961,250.

                      DOCUMENTS INCORPORATED BY REFERENCE

               Documents                          Form 10-K Reference
   Notice of 1998 Annual Meeting and              Part III, Items 10,
 Proxy Statement dated April 13, 1998                11, 12 and 13             
                                                








                      Lands' End, Inc. & Subsidiaries
                                 Index To
                        Annual Report On Form 10-K
                      For Year Ended January 30, 1998

Part I.                                                                Page     
                                                                   
     Item 1.   Business .............................................   3-8
               Executive Officers of the Registrant .................   8-9
     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 ...... 14-21
     Item 8.   Consolidated Financial Statements and Supplementary 
                 Data ............................................... 22-42
     Item 9.   Changes in and Disagreements on Accounting and 
                 Consolidated Financial Disclosure...................    43

Part III.

     Item 10.  Directors and Executive Officers of the Registrant....    43
     Item 11.  Executive Compensation ...............................    43
     Item 12.  Security Ownership of Certain Beneficial Owners and
                 Management .........................................    43
     Item 13.  Certain Relationships and Related Transactions .......    43

Part IV.
  
     Item 14.  Exhibits, Consolidated Financial Statement Schedules,
                 and Reports on Form 8-K ............................    44

Signatures ..........................................................    45

                                                           





      



  






                                                                       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, and
by offering its products on the Internet.  Third, the company is actively
pursuing opportunities to apply its merchandising, marketing and order
fulfillment skills abroad by continuing its efforts in the United Kingdom,
Japan and 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, editorials, monthly
publication and distinctive covers to stimulate the reader's interest,
combining a consistent theme with varying monthly features.

                        Domestic and Foreign Segments

The company's business is entirely concentrated in one product area of
traditionally styled apparel, domestics (primarily bedding and bath items) and
soft luggage.  Although the company's business can not be divided into
meaningful industry segments, its operations can be grouped into two geographic
segments, Domestic and Foreign.  The Domestic segment is our primary segment
and consists of United States-based operations.  The Foreign segment includes
foreign-based operations conducted in Japan, the United Kingdom and Germany. 
Segment disclosures are detailed below.

                       Domestic (U.S. Based Operations)

Regular (Primary) and Prospector Catalogs 

During fiscal 1998, the company mailed 12 issues of its regular monthly
(primary) catalog with an average of 169 pages per issue from its U.S. based
operations.  Worldwide, the company mailed approximately 230 million full-price
catalogs, including specialty catalogs and abridged issues.
                           




                                                                       3
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, an interim catalog, 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

In fiscal 1991, the company introduced Kids, Coming Home, and Beyond        
Buttondowns.  The Kids catalog offers children's clothing.  In fiscal 1998, the
company launched its first Kid's Uniform catalog, that targets the growing
uniform trend in many public and private schools.  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 1998, the company mailed seven issues of its Kids
catalogs, six issues of its Coming Home catalogs, six issues of its Beyond
Buttondowns catalogs, and five issues of its First Person Singular catalogs.

In fiscal 1994, the company purchased a majority interest in The Territory
Ahead.  In the first quarter of fiscal 1998, the company sold The Territory
Ahead and recorded an after-tax gain of approximately $5.0 million.  In fiscal
1998, The Territory Ahead mailed one issue of its catalogs while a part of
Lands' End.  
 
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 1998, 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 1998.
                        
Pan International

Through the company's Pan International business, regular mailings of primary
and specialty catalogs are sent to customers in more than 175 countries
throughout the world.  Fulfillment for these export sales is handled through
the company's Wisconsin facilities in the United States.










                                                                       4
                           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 phone and distribution center in Oakham
is targeted to be completed in the summer of 1998.  Nine issues of the pound-
denominated U.K. catalog were mailed in fiscal 1998. 
 
In fall 1994, the company launched operations in Japan, and in fiscal 1998, the
company mailed six issues of the Japanese-language, yen-denominated catalog. 
During fiscal 1998, the company's phone center and administrative office moved
to a larger facility in Yokohama.  The distribution center moved to Fujieda
from Maebashi in fiscal 1997 to accommodate future growth.  Packages are
delivered from this warehouse in Fujieda which is managed by Lands' End's
employees. 
  
In August 1996, the company launched its first German-language,             
Deutsche mark-denominated catalog.  Four issues were mailed during fiscal 1998. 
The company's phone center and administrative functions operate from its
Mettlach, Germany, offices.  Orders are packed and shipped from the Lands' End
European distribution center in Oakham, England.    

Financial Information about Foreign and Domestic Operations

See Note 11 to the Consolidated Financial Statements in Item 8 for geographic
segment financial data.

The Internet     

The company believes that ways of reaching customers other than by regular
catalog mailings may become increasingly important in the future.  The company
offers cybershopping, company profile, product information and other services
to its customers on its user-friendly web site at www.landsend.com.  During
fiscal 1998, the company added a new website called "Beyond Lands' End" that is
devoted to bringing unique adventures to its Internet shoppers.  In addition,
Lands' End Japan opened a home page (www.landsend.co.jp) late in fiscal 1998. 
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 end of fiscal 1998, the
company's mailing list consisted of about 27.2 million persons, approximately
9.6 million of whom are viewed as "current 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.
                                                            



                                                                       5        
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 1997 indicated that approximately 54 percent of its customers
were in the 35-54 age group and had median incomes of $60,000.  This research
indicated that approximately 88 percent of Lands' End 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 1998, this
advertising appeared in about 50 national magazines, as well as on national
television and radio.  In addition, the company advertises in approximately 80
national, regional and local publications in Canada, the U.K., Japan, Germany,
the Middle East, and in Pacific Rim countries.

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

Product Development

Lands' End 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 seeks to deal directly
with its suppliers and to avoid intermediaries.  All goods are produced by
independent manufacturers, except for the majority of our soft luggage which is
assembled at the company's own facilities.  During fiscal 1998, the company
purchased merchandise from about 440 domestic and foreign manufacturers, with
one manufacturer accounting for about 11 percent of company purchases in fiscal
1998.  The company would be subject to minimal risk to the extent of finding
alternative sourcing if this manufacturer experiences prolonged work stoppages
or economic problems.  In fiscal 1998, about 50 percent of our merchandise was
made in the United States, and 50 percent was imported, mainly from Asia, 
Central America, South America and Europe.  The company will continue to take 
advantage of worldwide sourcing without sacrificing customer service or quality
standards.  The availability and cost of certain foreign products may be
affected by United States trade policies, economic events and the value of the
United States dollar relative to foreign currencies. 











                                                                       6 
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, to request a
catalog or to seek assistance.  Approximately 85 - 90 percent of catalog orders
are placed by telephone.  Telephone calls were answered by as many as 3,000
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 8 percent, 9 percent and 11 percent of net sales in
fiscal 1998, 1997 and 1996, 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.

Competition

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








                                                                       7  
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 and product development,
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 approximately 6,600 to 9,200 individuals in
fiscal 1998.  During the peak winter season of fiscal 1998, approximately 4,700
of the company's approximately 9,200 employees were temporary employees.  

Executive Officers of the Registrant

The following are the executive officers of the company:

Michael J. Smith, 37, 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, 57, 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. 



                                                                       8   
Stephen A. (Chip) Orum, 52, 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, 41, 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, 50, 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 30, 1998. 
None of these properties is subject to mortgage or collateral assignment.

                                                               Type of
Location                                                       Interest
  Domestic Properties: 
    Wisconsin:                                           
      Warehouses in Dodgeville and Reedsburg                    Owned     
      Phone centers and offices in Dodgeville,                    
        Cross Plains and Reedsburg                              Owned
      Activity Center in Dodgeville                             Owned
      Hangars in Madison and Mineral Point                      Owned
      Inlet (A) stores in Brookfield, Fox Point
        and Madison                                             Leased
      Outlet stores in Madison, Oshkosh, and Dodgeville         Leased
      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 (A) stores in Richfield and Minnetonka                          
        and Woodbury                                            Leased
      Travelers Inlet Store (B) at the Minneapolis/
        St. Paul International Airport                          Leased
        
    New York:
      Inlet (A)-store in Rochester                              Leased          
         
      
  International Properties:
    United Kingdom:
      Warehouse, phone center, outlet store, and offices                
        in Oakham                                               Leased 
      Land in Oakham (building construction in progress)        Owned      
      Outlet stores in Bicester Village and Hatfield            Leased
      Sourcing office in London                                 Leased
    Japan:                                             
      Warehouse in Fujieda City                                 Leased
      Offices and phone center in Yokohama                      Leased
    Germany:
      Offices and phone center in Mettlach                      Leased
    Portugal:
      Sourcing office in Maia                                   Leased

The company believes that its facilities are in good condition, well          
maintained and suitable for their intended uses.  The company is expanding its
facilities in Dodgeville and Reedsburg, Wisconsin, and the United Kingdom to
allow for future growth.                                                        
                                             


                                                                       10

  (A)  The company introduced its "inlet" (originally known only as outlet)     
       concept during fiscal 1997.  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.

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

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 30, 1998.







































                                                                       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 12 "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 20, 1998, (record date) was $37 7/16 per share.

  Shareholders

  As of March 20, 1998, the number of shareholders of record of common stock of 
  the company was 2,427.  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 1998, 1997 and 1996.   

  




















                                                                     














                                                                       12
Item 6.  Selected Consolidated Financial Data
FIVE-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)
(In thousands, except per share data)
Fiscal Year                1998        1997        1996       1995     19943   
Income statement data:
Net sales              $1,263,629  $1,118,743  $1,031,548  $992,106  $869,975  
Pretax income             101,825      84,919      50,925    59,663    69,870   
 Percent to net sales        8.1%        7.6%        4.9%      6.0%      8.0%  
Net income before
 cumulative effect of
 change in accounting      64,150      50,952      30,555    36,096    42,429  
Cumulative effect of
 accounting change              -           -           -         -     1,300  
Net income                 64,150      50,952      30,555    36,096    43,729   
   
Per share of common stock: (1)(2)
 Basic earnings per share  
  before cumulative 
  effect of change in
  accounting                $2.01       $1.54       $0.89     $1.03     $1.18  
Cumulative effect of
  change in accounting          -           -           -         -       .04  
Basic earnings per  
  share                     $2.01       $1.54       $0.89     $1.03     $1.22  
Diluted earnings per
  share                     $2.00       $1.53       $0.89     $1.02     $1.21
Cash dividends per share        -           -           -         -     $0.10 
Common shares outstanding  30,979      32,442      33,659    34,826    35,912   

Balance sheet data:
Current assets         $  299,146    $272,039    $222,089  $198,168  $192,276  
Current liabilities       182,013     145,566     114,744   102,717    91,049  
Property, plant, equipment
 and intangibles, net     134,326     106,006     101,408    99,444    81,554  
Total assets              433,472     378,045     323,497   297,612   273,830  
Noncurrent liabilities      8,747       9,474       7,561     5,767     5,496  
Shareholders'
 investment               242,712     223,005     201,192   189,128   177,285 
Other data:
Net working capital     $ 117,133    $126,473    $107,345  $ 95,451  $101,227  
Capital expenditures       48,228      17,992      14,780    27,005    16,958  
Depreciation and
 amortization expense      15,127      13,558      12,456    10,311     8,286  
Return on average
 shareholders'
 investment                   28%         24%         16%       20%       28%  
Return on average assets      16%         15%         10%       13%       18%   

1.  Share data reflects the two-for-one stock split declared in May 1994.

2.  In the fourth quarter of fiscal 1998, the company adopted Statement of      
    Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share."

3.  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 1998, compared with fiscal 1997

Fiscal 1998 was a good year.  Sales growth was strong throughout the year. 
Gross profit margin improved, mainly due to higher initial margins, while
selling, general and administrative expenses rose due primarily to a higher
number of pages mailed, which reduced productivity, or sales per page.  In
fiscal 1997, inventory levels were too low, and we disappointed more customers
than in prior years.  Higher inventory levels in the last half of fiscal 1998
increased our first-time fulfillment rate and resulted in fewer lost sales and
backorders.  Sales in the United States from our core business, represented by
our monthly and prospecting catalogs, accounted for about 53 percent of total
net sales in fiscal 1998.  Sales from our foreign-based operations in Japan,
the United Kingdom and Germany accounted for just above 10 percent of total net
sales.  Net income increased 25.9 percent this year compared to last year.  Net
income in fiscal 1998 included an after-tax gain of $4.9 million on the sale of
our majority interest in The Territory Ahead.  

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


                                           For the period ended           
                                January 30,    January 31,     February 2,      
                                  1998           1997            1996

Net sales                         100.0%         100.0%          100.0%         
             
Cost of sales                      53.4           54.5            57.0 

Gross profit                       46.6           45.5            43.0

Selling, general and
  administrative expenses          38.8           37.9            38.0  
Charges from sale of subsidiary       -            0.1             0.2 

Income from operations              7.8            7.5             4.8  
Interest income (expense), net        -            0.1            (0.3)
Gain on sale of subsidiary          0.6             -               -
Other                              (0.3)           0.0             0.4 

Income before income taxes          8.1            7.6             4.9        
Income tax provision                3.0            3.0             1.9  

Net income                          5.1%           4.6%            3.0%











                                                                       14 
Net sales grew by 13 percent

Net sales for the year just ended totaled $1.264 billion, compared with $1.119
billion in the prior year, an increase of 13.0 percent.  Our sales increase in
fiscal 1998 came mainly from growth in our specialty businesses, as well as
from our core business, represented by the monthly and prospecting catalogs,
and from our foreign-based operations.  Our sales growth can be attributed to
increases in the number of pages and catalogs mailed.  In fiscal 1998,
worldwide, we mailed 230 million full-price catalogs, compared to the prior
year's 211 million.  The total number of pages mailed increased about 26
percent.  The company had a majority interest in The Territory Ahead for the
first two months of fiscal 1998 and throughout all of fiscal 1997.  Net sales
for fiscal 1998 and 1997 included $5.1 million and $30.1 million, respectively,
from The Territory Ahead.  Excluding these amounts from both fiscal years'
revenues, net sales for fiscal 1998 increased 15.6 percent.  

Our inventory balance at the end of fiscal 1998 was $241 million, up 69 percent
from fiscal 1997 ending inventory of $142 million.  In fiscal 1997, many
customers were disappointed when their orders could not be filled during the
late fall and holiday seasons.  This year we increased inventory, especially in
the last half of the year, resulting in higher fulfillment rates for the most
recent holiday period and reaching an annualized first-time fulfillment rate of
88 percent.  This compares to an 86 percent rate in fiscal 1997, but is below
our goal of shipping at least 90 percent of all items when the customer places
an order.  Higher inventory levels may result in greater product liquidations
at lower margins in future periods.

Gross profit margin improved

Gross profit increased 15.5 percent to $588 million in fiscal 1998, compared
with $510 million in fiscal 1997.  As a percentage of net sales, gross profit
rose to 46.6 percent in fiscal 1998, compared with 45.5 percent in fiscal 1997. 
The increase in gross profit margin was primarily due to higher initial markups
and less steep markdowns on fewer liquidated sales.  Liquidation of out-of-
season and overstocked merchandise was 8 percent of net sales in fiscal 1998,
compared with 9 percent in the prior year.

In fiscal 1998, inflationary pressure was low, and costs of inventory purchases
increased 1.2 percent, compared with 1.0 percent in fiscal 1997.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses rose 15.4 percent in fiscal
1998 to $490 million, from $424 million in fiscal 1997.  As a percentage of
sales, SG&A was 38.8 percent in fiscal 1998, compared with 37.9 percent in
fiscal 1997.  The increase in the SG&A ratio was mainly the result of lower
productivity, or sales per page, in the core catalogs due to an increase in the
number of pages mailed, partially offset by lower paper prices.  An additional
factor increasing the SG&A ratio was relatively higher spending on information
systems development.  The cost of producing and mailing catalogs represented
about 41 percent and 42 percent of total SG&A in fiscal 1998 and 1997,
respectively.

Depreciation and amortization expense was $15.1 million, up 11.6 percent from
the prior year, primarily because of additional equipment, computer hardware
and software, and buildings.  Rental expense was $13.5 million, up 5.4 percent,
due mainly to increased computer-related rentals and building rentals.  
                                                             

                                                                       15
Utilization of credit lines increased                      

Because of higher inventory levels throughout the year, there was additional
borrowing under our short-term lines of credit, increasing our interest expense
by nearly $1.5 million from fiscal 1997.  In addition, we spent $48 million in
capital expenditures and purchased about $46 million in treasury stock.  Our
lines of credit peaked at $118 million in October 1997, compared with a peak of
$27 million in the prior year.  At January 30, 1998, we had short-term debt
outstanding for foreign subsidiaries of $25 million, and domestic operations of
$7.0 million and no long-term debt outstanding. 

Net income increased

Net income for fiscal 1998 was $64.2 million, up 25.9 percent from the $51.0
million earned in fiscal 1997.  Diluted earnings per share for the year just
ended were $2.00, compared with $1.53 per share for the prior year.  Fiscal
1998 net income includes an after-tax foreign currency exchange loss of $2.4
million, recorded as other expense.   The diluted weighted average number of
common shares outstanding was 32.1 million for fiscal 1998 and 33.2 million for
fiscal 1997. 

As previously reported, in the first quarter of fiscal 1998, we had an after-
tax gain of $4.9 million, or $0.15 per share, from the sale of our majority
interest in The Territory Ahead.  In the third quarter of fiscal 1997, we took
an after-tax charge to earnings of $840,000, or $0.03 per share, in connection
with the sale of our wholly owned subsidiary MontBell America, Inc. Before the
effect of these after-tax adjustments, net income for fiscal 1998 was $59.2
million, or $1.85 per share, compared with $51.8 million, or $1.56 per share,
in fiscal 1997.  

In August 1997, United Parcel Service (UPS), which delivers almost all packages
to our customers, was on strike for 15 days.  During this period, the company
was able to deliver all orders in a timely fashion through the United States
Postal Service (USPS).  The cumulative costs of lost sales, increased shipping
through USPS and advertising to notify customers that orders would be shipped
were estimated to have a negative impact of $0.04 to $0.08 per share.   

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.  

Net sales increased

Net sales for the 52-week year 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 fiscal 1997.  For the year, worldwide, we had 

                                                                       16
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.  Because of continuing high paper prices through most of the year,
prospecting for new customers took place mostly in the final quarter.  

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 due primarily to lower costs associated
with liquidating overstocked product, as well as from 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, benefited 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.

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, due mainly
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.











                                                                       17
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.  Diluted earnings per common share for the
year just ended were $1.53, compared with $0.89 per share in fiscal 1996.  

As previously reported, we had taken 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 $1.56 per
share, compared with $31.7 million, or $0.92 per share in fiscal 1996.  The
company's investment in MontBell America, Inc. was zero as of January 31, 1997.

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 the fiscal
years 1998 and 1997.  About 63 percent and 75 percent of before-tax profit was
realized in the same quarter of fiscal 1998 and 1997, respectively.

Liquidity and capital resources

To date, the bulk of our working capital needs have been met through funds
generated from operations and from short-term bank loans.  Our principal need
for working capital has been to meet peak inventory requirements associated
with our seasonal sales pattern.  In addition, our resources have been used to
make asset additions and purchase treasury stock.

During fiscal 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.            
                                                                       18
At January 30, 1998, we had unsecured domestic credit facilities totaling $110
million, of which $7.0 million was used.  The company also maintains foreign
credit lines for use in foreign operations totaling the equivalent of
approximately $50 million, of which $25.4 million was used at January 30, 1998. 
The company has a separate $20 million bank facility available to fund treasury
stock purchases and capital expenditures.  This facility runs through May 31,
1998, at which time the company expects to renew it.  

The company's board of directors authorized the purchase of up to 1.0 million
shares, 1.5 million shares and 2.0 million shares of the company's common stock
in July 1996, January 1997 and January 1998, respectively.  Of the total of 4.5
million shares, 2.1 million shares had been purchased as of January 30, 1998. 
Since fiscal 1990, the company's board of directors has authorized the purchase
of a total of 12.7 million shares of the company's common stock.  A total of
1.5 million, 1.3 million, and 1.3 million shares have been purchased in the
fiscal years ended January 30, 1998, January 31, 1997, and February 2, 1996,
respectively.  The total cost of the purchases was $45.9 million, $30.1
million, and $20.0 million for fiscal 1998, 1997 and 1996, respectively.  

Capital investment

Capital investment was about $48 million in fiscal 1998.  Major projects
included expansion of distribution and office facilities in Dodgeville,
Wisconsin, and a new distribution and phone center in Oakham, England, new
computer hardware and software, and replacement of a corporate aircraft. 

In the coming year, we plan to invest about $60 million in capital
improvements.  Major projects will include completion of the new distribution
and phone center in Oakham, England, completion of office facilities in
Dodgeville, Wisconsin, expansion of distribution facilities in Reedsburg,
Wisconsin, new computer hardware and software, and material handling equipment. 
We believe that our cash flow from operations and borrowings under our current
credit facilities will provide adequate resources to meet our capital
requirements and operational needs for the foreseeable future.

Other matters

Segment disclosure

During the fourth quarter of fiscal 1998, the company initially met
requirements for segment disclosure as required by Statement of Financial
Accounting Standards No. 14, "Financial Reporting for Segments of a Business." 
Based on such disclosure requirements, the company has determined that it is
composed of only one industry segment, but has identifiable domestic and
foreign geographic segments.  Geographic information pertaining to net sales,
operating profit and identifiable assets is provided in the Notes to
Consolidated Financial Statements.

Year 2000

Lands' End has created a Year 2000 project office responsible for providing
direction, coordinating activities and communicating with management as to the
overall status of Lands' End Year 2000 efforts.  The project team has developed
a detailed strategic plan that addresses Lands' End's enterprise-wide Year 2000
efforts.  Every functional area within the company will play a role in
preparing the company for the turn of the century. 



                                                                       19
We currently estimate that the total cost of our Year 2000 efforts will range
between $16 to $20 million, the majority of which will be incurred in fiscal
1999.  This includes all costs related to hardware and software issues found on
our mainframe, mid-range and PC environments, as well as costs related to
issues found in common facilities, such as printers, heating, air conditioning,
security, photo copiers, fax machines, phone systems, etc.  Most of our
business-critical functions will be Year 2000-ready by the end of December
1998.  The majority of 1999 is being reserved for integrated testing to ensure
that the interaction among our various systems and computing environments, as
well as internal and external interfaces, will all function together properly.  
                                                                   
We do not sell any products that must be brought into Year 2000 compliance. 
However, we do rely upon many vendors and suppliers for their products and
services.  We are in the process of corresponding with all of our key vendors
and suppliers and evaluating their preparedness for the turn of the century. 
The company plans to complete that evaluation by December 1998, including the
development of contingency plans to manage areas of high identified risk.       
           
Exchange rate sensitivity (derivatives)

The table below provides information about the company's derivative financial
instruments and related underlying transactions that are sensitive to foreign
exchange rates, summarized by currency in U.S. dollar equivalents.  As of
January 30, 1998, the company estimates a net foreign currency transaction
exposure of $74.6 million of which $68.3 is hedged with foreign currency
forward and option contracts.  The table shows the impact to the company from a
plus/minus 10 percent change in exchange rates on the company's net currency
exposure.  The company believes it has no material sensitivity to changes in
foreign currency exchange rates on its net exposed derivative financial
instrument position. 
As of January 30, 1998
(Dollars in millions)

                  U.S. Dollar  Net          Net       Foreign      Foreign
                  Value of Net Underlying   Exposed   Exchange     Exchange
                  Foreign      Foreign      Long/     Loss From    Gain From
                  Exchange     Currency     (Short)   10% Appre-   10% Depre-   
                  and Option   Transaction  Currency  ciation of   ciation of
Currency          Contracts    Exposures    Position  U.S. Dollar  U.S. Dollar
Japanese yen        $ 34.8       $ 38.0      $ 3.2      $ (0.3)       $ 0.3
British pound       $ 17.1       $ 18.0      $ 0.9      $ (0.1)       $ 0.1
German mark         $ 13.1       $ 15.3      $ 2.2      $ (0.2)       $ 0.2
Canadian dollar     $  3.3       $  3.3      $ 0.0      $  0.0        $ 0.0    

  Total             $ 68.3       $ 74.6      $ 6.3      $ (0.6)       $ 0.6    

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.  



                                                                       20   
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.                                                    














































                                                                       21
Item 8.  Consolidated Financial Statement and Supplementary Data
Consolidated Statement of Operations 
Lands' End, Inc. & Subsidiaries
(In thousands, except per share data)
                                                  For the period ended        
                                        January 30,  January 31,  February 2,
                                           1998         1997          1996     

Net sales                               $1,263,629  $1,118,743    $1,031,548

  Cost of sales                            675,138     609,168       588,017

Gross profit                               588,491     509,575       443,531 

  Selling, general and 
    administrative expenses                489,923     424,390       392,484
  Charges from sale of subsidiary                -       1,400         1,882

Income from operations                      98,568      83,785        49,165

Other income (expense):
  Interest expense                          (1,995)       (510)       (2,771)
  Interest income                            1,725       1,148           253
  Gain on sale of subsidiary                 7,805           -             -
  Other                                     (4,278)        496         4,278 

  Total other income, net                    3,257       1,134         1,760   

Income before income taxes                 101,825      84,919        50,925
Income tax provision                        37,675      33,967        20,370

Net income                              $   64,150  $   50,952    $   30,555

Basic earnings per share                $     2.01  $     1.54    $     0.89 
Diluted earnings per share              $     2.00  $     1.53    $     0.89 

Basic weighted average shares 
  outstanding                               31,851      33,078        34,230
Diluted weighted average shares 
  outstanding                               32,132      33,237        34,285

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















                                                                
                                                                       22
Consolidated Balance Sheets                                                    
Lands' End, Inc. & Subsidiaries
(In thousands)                                       January 30,  January 31,
                                                        1998         1997
Assets                                                                       
Current assets:
  Cash and cash equivalents                           $  6,338     $ 92,827 
  Receivables, net                                      15,443        8,739
  Inventory                                            241,154      142,445 
  Prepaid advertising                                   18,513       11,066
  Other prepaid expenses                                 5,085        5,440
  Deferred income tax benefits                          12,613       11,522 
Total current assets                                   299,146      272,039

Property, plant and equipment, at cost:
  Land and buildings                                    81,781       72,360
  Fixtures and equipment                               118,190       98,642
  Leasehold improvements                                 5,443        4,291
  Construction in progress                              12,222        1,337
Total property, plant and equipment                    217,636      176,630
  Less-accumulated depreciation and amortization        84,227       72,946
Property, plant and equipment, net                     133,409      103,684
Intangibles, net                                           917        2,322  
Total assets                                          $433,472     $378,045

Liabilities and shareholders' investment
Current liabilities:
  Lines of credit                                     $ 32,437     $ 11,195
  Accounts payable                                      83,743       76,585
  Reserve for returns                                    6,128        5,184 
  Accrued liabilities                                   34,942       28,141 
  Accrued profit sharing                                 4,286        2,937
  Income taxes payable                                  20,477       21,524
Total current liabilities                              182,013      145,566

Deferred income taxes                                    8,747        8,814
Long-term liabilities                                        -          660
 
Shareholders' investment:
  Common stock, 40,221 shares issued                       402          402
  Donated capital                                        8,400        8,400
  Additional paid-in capital                            26,457       26,230
  Deferred compensation                                 (1,047)      (1,370)
  Currency translation adjustments                         875          378
  Retained earnings                                    375,211      311,061
  Treasury stock, 9,281 and 7,778
    shares at cost, respectively                      (167,586)    (122,096)
Total shareholders' investment                         242,712      223,005
Total liabilities and shareholders' investment        $433,472     $378,045

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






                                                                       23
Consolidated Statement of Shareholders' Investment
Lands' End, Inc. & Subsidiaries
(In thousands)
                                               For the period ended
                                    Jan. 30, 1998  Jan. 31, 1997  Feb. 2, 1996

Common Stock                          $     402      $     402      $    402

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

Additional Paid-in Capital
  Beginning balance                   $  26,230      $  26,165      $ 25,817   
  Tax benefit of stock 
   options exercised                        227             65           348
  Ending balance                      $  26,457      $  26,230      $ 26,165

Deferred Compensation
  Beginning balance                   $  (1,370)     $  (1,193)     $ (1,421)  
  Issuance of treasury stock                  -           (494)            - 
  Amortization of deferred                                
   compensation                             323            317           228
  Ending balance                      $  (1,047)     $  (1,370)     $ (1,193)

Foreign Currency Translation
  Beginning balance                   $     378      $     360      $    284 
  Adjustment for the year                   497             18            76   
  Ending balance                      $     875      $     378      $    360

Retained Earnings
  Beginning balance                   $ 311,061      $ 260,109      $229,554
  Net income                             64,150         50,952        30,555
  Ending balance                      $ 375,211      $ 311,061      $260,109  

Treasury Stock
  Beginning balance                   $(122,096)     $ (93,051)     $(73,908)
  Purchase of treasury stock            (45,899)       (30,143)      (20,001) 
  Issuance of treasury stock                409          1,098           858 
  Ending balance                      $(167,586)     $(122,096)     $(93,051)

Total Shareholders' Investment        $ 242,712      $ 223,005      $201,192

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










                                                  





                                                                       24
Consolidated Statements of Cash Flows
Lands' End, Inc. & Subsidiaries                     For the period ended
(In thousands)                                  Jan. 30,   Jan. 31,  Feb. 2,   
                                                  1998       1997      1996
Cash flows from operating activities:
  Net income                                    $ 64,150   $ 50,952  $ 30,555
  Adjustments to reconcile net income to net
    cash flows from operating activities-                            
    Depreciation and amortization                 15,127     13,558    12,456  
    Deferred compensation expense                    323        317       228  
    Deferred income taxes                         (1,158)       994      (669)
    Pre-tax gain on sale of subsidiary            (7,805)         -         -
    Loss on disposal of fixed assets               1,127        325     1,544
    Changes in assets and liabilities excluding the 
      effects of acquisitions and divestitures:
      Receivables                                 (7,019)      (675)   (4,888)
      Inventory                                 (104,545)    22,371     1,423 
      Prepaid advertising                         (7,447)     4,758    (8,318)
      Other prepaid expenses                      (1,366)      (145)   (1,611)
      Accounts payable                            11,616     14,205     9,618 
      Reserve for returns                            944        629      (456)
      Accrued liabilities                          8,755      4,390    (2,208) 
      Accrued profit sharing                       1,349      1,454      (196)
      Income taxes payable                        (1,047)     8,268     3,877 
    Other                                             64        394        37
Net cash flows from (used for) operating 
  activities                                     (26,932)   121,795    41,392 

Cash flows from (used for) investing activities:
  Cash paid for capital additions                (47,659)   (18,481)  (13,904) 
  Proceeds from sale of subsidiaries              12,350          -     1,665  
Net cash flows used for investing activities     (35,309)   (18,481)  (12,239) 
  
Cash flows from (used for) financing activities:
  Proceeds from short-term borrowings             21,242      1,876     1,780
  Payment of long-term debt                            -          -       (40) 
  Purchases of treasury stock                    (45,899)   (30,143)  (20,001) 
  Issuance of treasury stock                         409        604       858  
Net cash flows used for financing activities     (24,248)   (27,663)  (17,403) 
 
Net increase (decrease) in cash 
  and cash equivalents                           (86,489)    75,651    11,750 

Beginning cash and cash equivalents               92,827     17,176     5,426  
 
Ending cash and cash equivalents                $  6,338   $ 92,827  $ 17,176

Supplemental cash flow disclosures:
  Interest paid                                 $  1,995   $    517  $  2,833
  Income taxes paid                               39,337     25,261    16,896

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





                                                                         
                                                                       25
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 1998 ended on January 30, 1998, and fiscal      
1997 ended on January 31, 1997, and both years were comprised of a 52-week     
year.  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.  

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 $25.1 million and $23.1 million        
higher than reported at January 30, 1998 and January 31, 1997,                 
respectively.














                                                                    
                                                                       26
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries    

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.  

Advertising costs reported as prepaid assets were $18.5 million and $11.1      
million as of January 30, 1998 and January 31, 1997, respectively.             
Advertising expense was $226.7 million, $195.7 million and $188.3 million      
for fiscal years ended January 30, 1998, January 31, 1997 and February 2,      
1996, 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 $0.4           
million and $0.8 million at January 30, 1998 and January 31, 1997,             
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.    

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.






    
                                                                       27
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 30, 1998, the company had forward exchange         
contracts, maturing through January 1999, to sell approximately 1.6 billion    
Japanese yen, 10.5 million British pounds and 8.0 million Deutsche marks and
to purchase approximately 4.5 million Canadian dollars.  In addition, as of
January 30, 1998, the company had outstanding forward currency options to sell
2.4 billion Japanese yen and 15.0 million Deutsche marks.  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 premiums on options are amortized over the life of the option. 

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 30, 1998, the company had outstanding letters of credit of             
approximately $25 million, all of which had expiration dates of less than one
year.   
    
The counterparties to the financial instruments discussed above are primarily
large financial institutions; management believes the risk of counterparty
nonperformance on these financial instruments is not significant. 
   
Foreign currency 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 stockholders' equity.  Foreign currency transaction
gains and losses, recorded as other income and expense on the Consolidated
Statements of Operations, included a loss of $3.8 million, and gains of $0.2
million and $4.1 million in fiscal 1998, 1997 and 1996, 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 1998 presentation.










                                                                       28     
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries                                                

Accounting standards

In June 1997, the Financial Accounting Standards Board issued SFAS No.         
130, "Reporting Comprehensive Income."  This statement establishes             
standards for reporting and display of comprehensive income and its            
components.  The company will adopt this standard in the first quarter of
fiscal 1999.

In June 1997, the Financial Accounting Standards Board also issued
SFAS No. 131, "Disclosure About Segments of an Enterprise and Related
Information."   This statement supersedes SFAS No. 14, "Financial Reporting
for Segments of a Business Enterprise" and utilizes the "management approach"
for segment reporting.  The management approach is based on the way the chief
operating decision maker(s) organizes segments within a company for making
operating decisions and assessing performance.  The provisions of SFAS 131 are
effective for fiscal years beginning after December 15, 1997.  The company
will adopt this standard in the fourth quarter of fiscal 1999.   

Note 2.  Shareholders' investment
        
Capital stock

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

Treasury stock

The company's board of directors has authorized the purchase of a total of     
12.7 million shares of the company's common stock.  A total of 10.3            
million, 8.8 million and 7.5 million shares had been purchased as of           
January 30, 1998, January 31, 1997 and February 2, 1996, respectively.  

    Treasury stock summary:
                                           For the period ended
                               Jan. 30, 1998   Jan. 31, 1997   Feb. 2, 1996

     Beginning balance           7,778,258       6,561,298       5,394,972
       Purchase of stock         1,533,880       1,284,270       1,282,326  
       Issuance of stock           (31,000)        (67,310)       (116,000) 
 
     Ending Balance              9,281,138       7,778,258       6,561,298










                                                                       29
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries

Earnings per share

The company has adopted the disclosure provisions of SFAS No. 128, "Earnings
Per Share."  This statement replaces primary earnings per share (EPS) with
basic earnings per share (basic EPS).  Basic EPS is computed by dividing net
income available to common shareholders by the weighted-average number of
common shares outstanding for the period.  The weighted average common shares
outstanding were 31.9 million, 33.1 million and 34.2 million for fiscal years
1998, 1997 and 1996, respectively.  Common stock equivalents include awards,
grants and stock options which have been issued by the company.  This
statement also requires presentation of EPS assuming full dilution, which is
similar to the computation for fully diluted EPS under current reporting
conventions.  The common stock equivalents do not significantly dilute
earnings per share.  
                                           Jan. 30,    Jan. 31,    Feb.2,
    (In thousands, except per share data)    1998        1997       1996 

    Net income                             $64,150     $50,952     $30,555    
    Average shares of common stock
      outstanding                           31,851      33,078      34,230
    Incremental shares from assumed
      exercise of stock options                281         159          55 
                                            32,132      33,237      34,285

    Diluted earnings per share             $  2.00     $  1.53     $  0.89

    Basic earnings per share               $  2.01     $  1.54     $  0.89  
                                                                      
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.


















                                                                       30

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 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  
        Granted                                    -           -
        Forfeited                               (980)          -
        Vested                               (17,140)      5,000 
       Balance at January 30, 1998            57,000      20,000 

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

Under the company's Stock Option 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.  In fiscal 1998, the board of directors of the
company adopted the Non-Employee Director Stock Option Plan to encourage stock
ownership by members of the board of directors of the company who are not also
employed by the company in order to further align the interests of the non-
employee directors with those of the shareholders.  No option may have an
exercise price less than the fair market value per share of the common stock
at the date of the grant.


















                                                                       31     
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries   

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

      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
        Granted                            347,917    $33.45
        Exercised                          (31,000)   $13.21 
        Forfeited                                -         -  
      Balance at January 30, 1998        1,467,317    $21.42      350,107

The range of options outstanding as of January 30, 1998 is as follows:

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

$12.00-$19.99      924,600/256,350          $17.41/$ 15.61          7.4      
$20.00-$29.99      274,800/ 90,840           25.64/  25.00          8.5
$30.00-$35.00      267,917/  2,917           30.94/  30.94          9.8
 
                 1,467,317/350,107         $ 21.42/$ 18.18          8.0  
   
The options above generally have a 10-year term.  Options granted under the
company's Stock Option Plan generally vest over five years; options granted
under the Non-Employee Director Stock Option Plan vest over a period from zero
to two 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, $0.3 million and $0.2 million in fiscal 1998, 1997, and 1996,
respectively.  The pro forma impact of determining compensation cost based on
the fair value of stock options is not material.







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

Had compensation cost for the company's options granted after January 27,
1995, been determined consistent with SFAS No. 123, the company's net income
and earnings per share would have been reduced to the following pro forma
amounts: 
    (In thousands, except per         Jan. 30,     Jan. 31,     Feb. 2, 
      share data)                       1998          1997        1996
    Net income               
      As reported                     $64,150       $50,952      $30,555
      Pro forma                       $62,511       $50,402      $30,379

    Basic earnings per share
      As reported                     $  2.01       $  1.54      $  0.89
      Pro forma                       $  1.96       $  1.52      $  0.89

    Diluted earnings per share
      As reported                     $  2.00       $  1.53      $  0.89
      Pro forma                       $  1.95       $  1.52      $  0.89

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

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

Options granted during                      1998        1997        1996   
Weighted average grant-date fair value     $33.45      $20.52      $16.50
Assumptions: 
  Risk-free interest rates                  6.10%       6.57%       7.60% 
  Expected volatility                      37.30%      42.21%      42.76%
  Expected term (in years)                    7.0         7.0         7.0

Note 3.  Income taxes

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

                        1998           1997         1996
United States         $ 95,909       $ 80,807     $ 48,598
Foreign                  5,916          4,112        2,327

Total                 $101,825       $ 84,919     $ 50,925















                                                                       33

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

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

                                       Period ended,                           
                     January 30,        January 31,       February 2,
                        1998               1997              1996 
      Current:
        Federal       $ 31,335           $ 26,291          $ 17,996     
        State            4,449              4,993             3,043            
        Foreign          3,049              1,689                 -
      Deferred          (1,158)               994              (669)
                      $ 37,675           $ 33,967          $ 20,370  



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 30,    January 31,    February 2,
                                     1998           1997           1996  
 
     Tax at statutory                                                      
       federal tax rate            $ 35,640       $ 29,720       $ 17,825
     State income taxes,                   
       net of federal benefit         3,999          3,314          2,018
     Foreign taxes
       (excess over statutory rate)   1,130            551              -
     Tax credits                     (2,127)          (662)             -  
     Other                             (967)         1,044            527   

                                   $ 37,675       $ 33,967       $ 20,370

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.



















                                                                       34

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

Temporary differences which give rise to deferred tax assets and               
liabilities as of January 30, 1998 and January 31, 1997 are as follows 
(in thousands):

                                  Jan. 30, 1998   Jan. 31, 1997   
    Deferred tax assets:
        Catalog advertising         $ (1,810)       $ (2,180)    
        Inventory                      7,016           7,315      
        Employee benefits              3,891           3,244     
        Reserve for returns            2,451           2,074     
        Foreign operating                       
          loss carryforwards          (1,271)           (843)    
        Valuation allowance            1,271             843 
        Other                          1,065           1,069     

          Total                     $ 12,613        $ 11,522     

    Deferred tax liabilities:
        Depreciation                $  8,857        $  9,201      
        Other                           (110)           (387)    

          Total                     $  8,747        $  8,814          
    
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 was $7.0 million outstanding at January 30,      
1998, compared with no amount outstanding at January 31, 1997.

In addition, the company has unsecured lines of credit with various foreign
banks totaling the equivalent of approximately $50 million for its wholly
owned subsidiaries.  There was $25.4 million outstanding at January 30,      
1998, compared with $11.2 million as of January 31, 1997.

















                                                                       35

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

The following table summarizes certain information regarding these short-term
borrowings (dollars in millions):

                                     1998        1997        1996
Maximum amount of borrowings        $  118      $   27      $  104
Average amount of borrowings        $   38      $   15      $   49
Weighted average interest rate
  during year                        5.25%       3.50%       5.44%
Weighted average interest rate
  at year-end                        5.27%       3.60%       1.63%

Note 5.  Long-term debt

There was no long-term debt as of January 30, 1998 and January 31, 1997.
    
The company has an agreement which expires May 31, 1998 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 30, 1998, 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 $13.5 million, $12.8 million       
and $11.6 million for the years ended January 30, 1998, January 31, 1997       
and February 2, 1996, respectively.       

Total future fiscal year commitments under these leases as of January 30,      
1998 are as follows (in thousands):   

                      1999        $ 10,776            
                      2000           7,873         
                      2001           3,466         
                      2002           2,650         
                      2003           2,341         
                      After 2003     1,984
                                  $ 29,090

Note 7.  Retirement plan 

The company has a retirement plan which covers most regular employees and      
provides for annual contributions at the discretion of the board of            
directors.  Also included in the plan is a 401(k) feature that allows         
employees to make contributions, and the company matches a portion of  
those contributions.  Total expense provided under this plan was $6.6          
million, $5.0 million and $3.2 million for the years ended January 30,         
1998, January 31, 1997 and February 2, 1996, respectively.             







                                                                       36
Notes to Consolidated Financial Statements 
Lands' End, Inc., & Subsidiaries    

Note 8.  Postretirement benefits

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

The components of postretirement benefit cost for the year ended January 30,
1998, were as follows:  

    (In thousands)                    1998
                  
    Service cost                    $     53
    Interest cost                         25
    Net amortization and deferral         22

    Postretirement benefit cost     $    100

The following table presents the change in the postretirement benefit
obligation in fiscal 1998:

    (In thousands)                                     1998
    Postretirement benefit obligation,
      beginning of year                              $     0
    Service cost                                          53 
    Interest cost                                         25
    Actuarial gain                                        (3) 
    Implementation of plan                             4,344  
    Benefit obligation, end of year                 $  4,419 
    Unrecognized actuarial gain                            3
    Unrecognized prior service cost                   (4,322)
    Postretirement benefit obligation,
      end of year                                   $    100

The assumed weighted average annual rate of increase in the per capita cost of
health benefits is 7.5 percent for fiscal 1999 and is assumed to decrease 0.5
percent each year from fiscal 1999 to fiscal 2004 and remain at 5 percent
thereafter.  The weighted average discount rate was 7 percent at January 30,
1998.

A 1 percent change in the health care cost trend rates would have the
following effects on the amounts reported:

                                Service and         Postretirement
    (In thousands)             Interest Costs     Benefit Obligation
    1 percent increase              $  4                 $  209
    1 percent decrease              $ (4)                $ (177)








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

Note 9.  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 $4.9          
million.  The after-tax gain was recorded in the first quarter of fiscal       
1998.

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 and        
$1.1 million in fiscal 1997 and 1996, respectively.

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

Note 10.  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. 














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

Note 11.  Segment disclosure

The company's business is concentrated entirely in one product area --
traditionally styled apparel, domestics (primarily bedding and bath items),
and soft luggage.  It is not possible, therefore, to divide the company's 
business into meaningful industry segments. 

However, the company's operations consist of domestic and foreign operations 
and can be grouped into two geographic segments.  The company's primary 
segment is Domestic, which consists of United States-based operations.  The 
Foreign segment includes foreign-based operations conducted mainly in 
Japan, the United Kingdom and Germany.  

Pertinent financial data by geographical segments for the three years 
ended January 30, 1998, are as follows (in thousands): 

                                      Fiscal year ended January 30, 1998      
                               Domestic   Foreign  Eliminations  Consolidated
Net sales                     $1,131,840* $131,789   $       0     $1,263,629
Intercompany                      31,775         0     (31,775)             0
  Total net sales             $1,163,615  $131,789   $ (31,775)    $1,263,629
Operating profit              $   91,579  $  6,989   $       0     $   98,568 
Other income and expenses, net                                          3,257
Income before income taxes                                         $  101,825

Identifiable assets           $  378,394  $ 55,078   $       0     $  433,472


                                      Fiscal year ended January 31, 1997      
                               Domestic   Foreign   Eliminations  Consolidated
Net sales                     $1,023,035* $ 95,708   $       0     $1,118,743
Intercompany                      27,885         0     (27,885)             0
  Total net sales             $1,050,920  $ 95,708   $ (27,885)    $1,118,743
Operating profit              $   79,475  $  4,310   $       0     $   83,785 
Other income and expenses, net                                          1,134
Income before income taxes                                         $   84,919

Identifiable assets           $  345,923  $ 32,122   $       0     $  378,045


                                      Fiscal year ended February 2, 1996      
                               Domestic   Foreign   Eliminations  Consolidated
Net sales                     $  957,914* $ 73,634   $       0     $1,031,548
Intercompany                      22,471         0     (22,471)             0
  Total net sales             $  980,385  $ 73,634   $ (22,471)    $1,031,548
Operating profit              $   46,323  $  2,842   $       0     $   49,165 
Other income and expenses, net                                          1,760
Income before income taxes                                         $   50,925

Identifiable assets           $  301,299  $ 22,198   $       0     $  323,497

*Export sales were less than 10 percent of total net sales and are included in 
 the Domestic segment.



                                                                       39

Note 12.  Consolidated quarterly analysis (unaudited)


(In thousands, except per share data)
                                           Fiscal 1998                         
                                                  
                            1st Qtr.   2nd Qtr.   3rd Qtr.   4th Qtr.          
          

Net Sales                   $244,720   $219,883   $318,608   $480,418         
Gross profit                 112,732    102,533    146,749    226,477          
Pretax income                 18,844      5,755     13,562     63,664          
Net income                  $ 11,306   $  3,428   $  8,162   $ 41,254          
Basic earnings per share    $   0.35   $   0.11   $   0.26   $   1.33          
Diluted earnings per share  $   0.35   $   0.11   $   0.26   $   1.32
Common shares outstanding     32,350     32,144     31,328     30,979          

(In dollars)
Market price of shares
 outstanding:
  - Market high               29 1/8     30 7/8    32 7/8    39 7/16           
  - Market low                25 1/8     25 5/8    26 3/16   31 13/16          


                                          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          
Basic earnings per share    $   0.13   $   0.09   $   0.19   $   1.15          
Diluted earnings per share  $   0.13   $   0.09   $   0.19   $   1.14
Common shares outstanding     33,609     32,994     32,831     32,442          

(In dollars)
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   

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











                                                                       40
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 30, 1998, 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

       















                                                                       41      

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 30, 1998, and
January 31, 1997, and the related consolidated statements of operations,
shareholders' investment and cash flows for each of the three years in the
period ended January 30, 1998.  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 30, 1998, and January 31, 1997, and the results of
their operations and their cash flows for each of the three years in the
period ended January 30, 1998, in conformity with generally accepted
accounting principles.





ARTHUR ANDERSEN LLP 
Milwaukee, Wisconsin 
March 6, 1998
    








                                          











                                                                       42

Part II continued

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

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

Item 10.  Directors and Executive Officers of the Registrant

    The information required by this item with respect to directors of the     
    company is incorporated herein by reference to pages 1 through 4 of        
    the Lands' End, Inc. Notice of 1998 Annual Meeting and Proxy Statement     
    dated April 13, 1998 (the "Proxy Statement").

    The information required by this item with respect to executive            
    officers of the company is included on pages 8 and 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 9 of the Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

Item 13.  Certain Relationships and Related Transactions

    The information required by this item is incorporated herein by            
    reference to pages 3 and 4 of the Proxy Statement.





















    
                   

                                                                       43
                                 PART IV.                                   

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

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

               2.  Exhibits

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

                   (23)     Consent of Arthur Andersen LLP             1


          (b)   Reports on Form 8-K

                There were no reports filed on Form 8-K during the 
                three-month period ended January 30, 1998.






































                                                                       44      
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, 1998.

                                           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, 1998.


/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


/s/  DANIEL OKRENT          Director
---------------------------
     Daniel Okrent
                                                                       45      
                                                                  
                               
   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 6, 1998.  Our audit was made for the purpose of forming an
opinion on those statements taken as a whole.  The schedule on page 47 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, 1998





























                                                                               
                                                                     



                                                                       46    

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

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
                                =======    ========   =========    ========






                                

     






























                                                                       47      
  
                    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.

             Eighth Amendment to Loan Agreement between the    1     10-Q 
                  company and the American National Bank           May 1997    
                  and Trust Company of Chicago, dated
                  May 31, 1997                    

      




                                                                       48
    
  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

            Non-Employee Director Stock Option Plan                 Proxy
                                                                     1997
  
            Amended and Restated Retirement Plan,              3     10-K
                 dated February 1, 1992                              1994 
  
            Form of Director Deferred Compensation             1     10-Q      
                 Agreement                                         July 1995   
                                            


































                                                                       49
                                                                               


 

                                                              Exhibit 23.1


                CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


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





       
/s/  ARTHUR ANDERSEN LLP
     Milwaukee, Wisconsin
     April 28, 1998











































*     *     *     *     *