EXHIBIT (10.17)

                             LACROSSE FOOTWEAR, INC.

                       1997 EMPLOYEE STOCK INCENTIVE PLAN

             (1)  Establishment.  LACROSSE FOOTWEAR, INC. (the "Company")
   hereby establishes a stock incentive plan for certain officers and other
   key employees, as described herein, which shall be known as the "LACROSSE
   FOOTWEAR, INC. 1997 EMPLOYEE STOCK INCENTIVE PLAN" (the "Plan").  It is
   intended that stock options (including both incentive stock options and
   nonstatutory stock options) may be granted under the Plan.

             (2)  Purpose.  The purpose of the Plan is to induce certain
   officers and other key employees to remain in the employ of the Company or
   its subsidiaries and to encourage such employees to secure or increase on
   reasonable terms their stock ownership in the Company.  The Board of
   Directors of the Company (the "Board") believes that the Plan will promote
   continuity of management and increased incentive and personal interest in
   the welfare of the Company by those who are primarily responsible for
   shaping and carrying out the long-range plans of the Company and securing
   its continued growth and financial success.

             (3)  Effective Date of the Plan.  The effective date of the Plan
   is the date of its adoption by the Board, November 22, 1996, subject to
   the approval and ratification of the Plan by the shareholders of the
   Company within twelve months of the effective date, and any and all awards
   made under the Plan prior to such approval shall be subject to such
   approval.

             (4)  Stock Subject to Plan.  Subject to adjustment in accordance
   with the provisions of Section 8, common stock, $.01 par value per share,
   not to exceed 300,000 shares, may be issued pursuant to the Plan.  Such
   shares may be authorized and unissued or treasury shares.  If any options
   expire, are canceled, or terminate for any reason without having been
   exercised in full, the shares subject to the unexercised portion thereof
   shall again be available for the purposes of the Plan.

             (5)  Administration.  The Plan shall be administered by the
   Board and/or the Compensation Committee (the "Committee") of the Board
   consisting of not less than two directors, each of whom shall qualify as a
   "non-employee director" within the meaning of Rule 16b-3 under the
   Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
   successor rule or regulation, and an "outside director" within the meaning
   of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
   "Code"), and Treasury Regulation Section 1.162-27 promulgated thereunder. 
   If at any time the Committee shall not be in existence or not consist of
   directors who are qualified as"non-employee directors" and "outside
   directors" as defined above, the Board shall administer the Plan.  To the
   extent permitted by applicable law, the Board may, in its discretion,
   delegate to another committee of the Board or to one or more senior
   officers of the Company any or all of the authority and responsibility of
   the Committee with respect to options to participants other than
   participants who are subject to the provisions of Section 16 of the
   Exchange Act ("Section 16 Participants").  To the extent that the Board
   has delegated to such other committee or one or more officers the
   authority and responsibility of the Committee, all references to the
   Committee herein shall include such other committee or one or more
   officers.

               The Committee and the Board each shall have authority to grant
   stock options ("Awards") to eligible employees of the Company and its
   present and future subsidiaries under the Plan.  Subject to the express
   provisions of the Plan, the Committee and the Board each shall have
   authority to establish such rules and regulations as they deem necessary
   or advisable for the proper administration of the Plan, and, in their
   discretion, to determine the individuals to whom, and the time or times at
   which Awards shall be granted, the type of Awards, the exercise periods,
   limitations on exercise, the number of shares to be subject to each Award
   and any other terms, limitations, conditions and restrictions on Awards as
   the Committee or the Board, in its discretion, deems appropriate;
   provided, however, that the maximum number of shares, subject to
   adjustment in accordance with the provisions of Section 8, subject to
   Award that any one Participant (as hereinafter defined in Section 6
   hereof) can be granted under the Plan during its term is 125,000.  In
   making such determinations, the Committee and the Board may take into
   account the nature of the services rendered by the respective employees,
   their present and potential contributions to the success of the Company or
   its subsidiaries, and such other factors as the Committee or the Board in
   its discretion shall deem relevant.  Subject to the express provisions of
   the Plan, the Committee and the Board each shall also have authority to
   interpret the Plan, to prescribe, amend and rescind rules and regulations
   relating to it, to determine the terms and provisions of the respective
   Award agreements (which need not be identical), to waive any conditions or
   restrictions with respect to any Award and to make all other
   determinations necessary or advisable for the administration of the Plan. 
   The Committee and Board determinations on the matters referred to in this
   Section 5 shall be conclusive.

             (6)  Eligibility.  Awards may be granted to officers and other
   key employees of the Company and of any of its present and future
   subsidiaries ("Participants") under the Plan.  A director or an officer of
   the Company or of a subsidiary who is not also an employee of the Company
   or of a subsidiary shall not be eligible to receive an Award.

             (7)  Grants of Options.

             (a)  Grant.  Subject to the provisions of the Plan, the
   Committee and the Board each may grant stock options to Participants in
   such amounts as they shall determine.  The Committee and the Board each
   shall have full discretion to determine the terms and conditions
   (including vesting) of all options.  The Committee or Board shall
   determine whether an option is to be an incentive stock option within the
   meaning of Section 422 of the Code or a nonstatutory stock option and
   shall enter into option agreements with Participants accordingly.

             (b)  Option Price.  The per share option price, as determined by
   the Committee or Board, shall be an amount not less than 100% of the fair
   market value of the stock on the date such option is granted (110% in the
   case of incentive stock options granted pursuant to Section 422(c)(5) of
   the Code), as such fair market value is determined by such methods or
   procedures as shall be established from time to time by the Committee or
   Board ("Fair Market Value").

             (c)  Option Period.  The term of each option shall be as
   determined by the Committee or Board, but in no event shall the term of an
   incentive stock option exceed a period of ten (10) years from the date of
   its grant.

             (d)  Maximum Per Participant.  The aggregate Fair Market Value
   of the stock for which an incentive stock option is exercisable by a
   Participant for the first time during any calendar year under the Plan and
   any other plans of the Company or its subsidiaries shall not exceed
   $100,000.

             (e)  Exercise of Option.  The Committee or Board shall prescribe
   the manner in which a Participant may exercise an option which is not
   inconsistent with the provisions of this Plan.  An option may be
   exercised, subject to limitations on its exercise and the provisions of
   subparagraph (g), from time to time, only by (i) providing written notice
   of intent to exercise the option with respect to a specified number of
   shares, and (ii) payment in full to the Company of the option price at the
   time of exercise.  Payment of the option price may be made (i) by delivery
   of cash and/or securities of the Company having a then Fair Market Value
   equal to the option price, or (ii) by delivery (including by fax) to the
   Company or its designated agent of an executed irrevocable option exercise
   form together with irrevocable instructions to a broker-dealer to sell or
   margin a sufficient portion of the shares and deliver the sale or margin
   loan proceeds directly to the Company to pay for the option price.

             (f)  Transferability of Option.  The options are not
   transferable otherwise than by will or the laws of descent and
   distribution, and may be exercised during the life of the Participant only
   by the Participant, except that a Participant may, to the extent allowed
   by the Committee or Board and in a manner specified by the Committee or
   Board, (a) designate in writing a beneficiary to exercise the option after
   the Participant's death, and (b) transfer any option.

             (g)  Termination of Employment.  In the event a Participant
   leaves the employ of the Company and/or its subsidiaries whether
   voluntarily or by reason of dismissal, disability or retirement, all
   rights to exercise an option shall terminate immediately unless otherwise
   determined by the Committee or Board or provided in the option agreement
   granted to such Participant.

             (8)  Capital Adjustment Provisions.  In the event of any change
   in the shares of common stock of the Company by reason of a declaration of
   a stock dividend (other than a stock dividend declared in lieu of an
   ordinary cash dividend), stock split, reorganization, merger,
   consolidation, spin-off, recapitalization, split-up, combination or
   exchange of shares, or otherwise, the aggregate number and class of shares
   available under this Plan, the number and class of shares subject to each
   outstanding Award, and the exercise price for shares subject to each
   outstanding option, shall be appropriately adjusted by the Committee or
   Board, whose determination shall be conclusive.

             (9)  Termination and Amendment of Plan.  The Plan shall
   terminate on November 22, 2006, unless sooner terminated as hereinafter
   provided.  The Board may at any time terminate the Plan, or amend the Plan
   as it shall deem advisable including (without limiting the generality of
   the foregoing) any amendments deemed by the Board to be necessary or
   advisable to assure the Company's deduction under Section 162(m) of the
   Code for all Awards granted under the Plan, to assure conformity of the
   Plan and any incentive stock options granted thereunder to the
   requirements of Section 422 of the Code and to assure conformity with any
   requirements of other state or federal laws or regulations; provided,
   however, that shareholder approval of any amendment of the Plan shall also
   be obtained if otherwise required by (i) the Code or any rules promulgated
   thereunder (in order to allow for incentive stock options to be granted
   under the Plan or to enable the Company to comply with the provisions of
   Section 162(m) of the Code) or (ii) the listing requirements of any
   principal securities exchange or market on which the shares are then
   traded (in order to maintain the listing or quotation of the shares
   thereon).  No termination or amendment of the Plan may, without the
   consent of the Participant, adversely affect the rights of such
   Participant under any Award previously granted.

             (10) Rights of Employees.  Nothing in this Plan or in any Awards
   shall interfere with or limit in any way the right of the Company and any
   of its subsidiaries to terminate any Participant's or employee's
   employment at any time, nor confer upon any Participant or employee any
   right to continue in the employ of the Company or any of its subsidiaries.

             (11) Rights as a Shareholder.  A Participant shall have no
   rights as a shareholder with respect to shares covered by any option until
   the date of issuance of the stock certificate to such Participant and only
   after such shares are fully paid.  No adjustment will be made for
   dividends or other rights for which the record date is prior to the date
   such stock is issued.

             (12) Tax Withholding.  The Company may deduct and withhold from
   any cash otherwise payable to a Participant such amount as may be required
   for the purpose of satisfying the Company's obligation to withhold
   Federal, state or local taxes in connection with any Award.  Further, in
   the event the amount so withheld is insufficient for such purpose, the
   Company may require that the Participant pay to the Company upon its
   demand or otherwise make arrangements satisfactory to the Company for
   payment of such amount as may be requested by the Company in order to
   satisfy its obligation to withhold any such taxes.

             A Participant may be permitted to satisfy the Company's
   withholding tax requirements by electing to have the Company withhold
   shares of stock otherwise issuable to the Participant.  The election shall
   be made in writing and shall be made according to such rules and in such
   form as the Committee or Board may determine.

             (13) Miscellaneous.  The grant of any Award under the Plan may
   also be subject to other provisions as the Committee or Board determines
   appropriate, including, without limitation, provisions for (a) one or more
   means to enable Participants to defer recognition of taxable income
   relating to Awards, which means may provide for a return to a Participant
   on amounts deferred as determined by the Committee or Board; (b) the
   purchase of stock under options in installments; and (c) compliance with
   federal or state securities laws and stock exchange or Nasdaq National
   Market requirements.

             (14) Agreements.  Awards granted pursuant to the Plan shall be
   evidenced by written agreements in such form as the Committee or Board
   shall from time to time adopt.

             (15) Governing Law.  The Plan and all determinations made and
   actions taken pursuant thereto shall be governed by and construed in
   accordance with the internal laws of the State of Wisconsin.
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