UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[x]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
       ACT OF 1934

       For the fiscal year ended December 31, 1998

                                       or

[ ]    TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
       EXCHANGE ACT OF 1934

    For the transition period from ___________________ to __________________

                        Commission file number: 0-238001

                             LACROSSE FOOTWEAR, INC.
             (Exact name of registrant as specified in its charter)

                  Wisconsin                                    39-1446816
          (State or other jurisdiction                      (I.R.S. Employer
       of incorporation or organization)                   Identification No.)
             1319 St. Andrew Street
              La Crosse, Wisconsin                                54603
    (Address of principal executive offices)                   (Zip code)

Registrant's telephone number, including area code: (608) 782-3020

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

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

                                 Title of Class
                          Common Stock, $.01 par value

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. |_|

Aggregate  market  value of the  voting and  non-voting  common  equity  held by
nonaffiliates of the registrant at February 26, 1999: $21,079,885.

Number of shares of the  registrant's  common stock  outstanding at February 26,
1999: 6,634,827 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to  Shareholders  for the year ended  December 31,
1998 (incorporated by reference into Parts I, II and IV)

Portions of the Proxy Statement for 1999 Annual Meeting of  Shareholders  (to be
filed with the Commission  under Regulation 14A within 120 days after the end of
the  registrant's  fiscal year and,  upon such  filing,  to be  incorporated  by
reference into Part III)

<PAGE>
                                     PART I

Item 1.       Business

General

       LaCrosse Footwear,  Inc. ("LaCrosse" or the "Company") is a leader in the
design,  development,  marketing and manufacturing of premium quality protective
footwear and clothing  for the sporting and outdoor,  farm and general  utility,
occupational and children's markets.  The Company markets its products primarily
under the  LACROSSE(R),  RED  BALL(R),  LAKE OF THE  WOODS(R),  RAINFAIR(R)  and
DANNER(R)  brands  through an  employee  sales force and also  through  selected
distributors and independent representatives. It also manufactures private label
footwear,  footwear components and protective clothing.  LaCrosse's products are
characterized by innovative design, performance features and durability, and are
relatively unaffected by changing fashion trends.

       Historically,  LaCrosse  has  produced  footwear  primarily  of rubber or
vinyl,  some of which  includes  leather or fabric  uppers.  In March 1994,  the
Company acquired the business of Danner Shoe  Manufacturing  Co.  ("Danner"),  a
producer of premium quality leather  footwear for the sporting and  occupational
markets,  which is sold primarily under the DANNER(R) brand. To broaden the base
of business in the protective clothing area, in May 1996, a 50%-owned subsidiary
of the Company  purchased the assets of Rainfair,  Inc.  ("Rainfair") of Racine,
Wisconsin.  Rainfair designs and markets rainwear and other protective  clothing
generally  for the  occupational  markets,  which are sold  primarily  under the
RAINFAIR(R)  brand.  Operations  of Rainfair have been included in the Company's
financial statements since the date of acquisition. In January 1998, the Company
acquired the remaining 50% of Rainfair that it did not own,  thereby making it a
100%-owned subsidiary.  Also in May 1996, the Company acquired certain operating
assets and trademarks of Red Ball, Inc. ("Red Ball"). Red Ball historically sold
products  which  competed  in  many  of  the  same  product  categories  as  the
LACROSSE(R)  brand.  In July 1997, the Company  acquired all of the  outstanding
shares of Pro-Trak Corporation,  the company that operated under the Lake of the
Woods tradename.  Lake of the Woods is a designer,  manufacturer and marketer of
branded leather footwear for both the outdoor and occupational markets.

       The Company was  incorporated in Wisconsin in 1983 but traces its history
to 1897 when La Crosse  Rubber  Mills  Company was founded.  Current  management
purchased LaCrosse's predecessor from the heirs of the founding family and other
shareholders in 1982.

Strategy

       The Company's business strategy is to continue to (i) build, position and
capitalize on the strength of established  brands,  (ii) extend its offerings of
footwear, rainwear and other complementary products under the established brands
and  (iii)  expand  and  enhance  its  strong  distribution   network  of  sales
representatives, customer service and retail and industrial customers.



                                      -2-
<PAGE>

Brand Positioning

       Within the retail channels of distribution,  the Company markets footwear
and rainwear under the well-established DANNER(R),  LACROSSE(R), RED BALL(R) and
LAKE OF THE  WOODS(R)  brands.  Each  brand  is  positioned  differently  in the
marketplace in order to capitalize on differences in end user  expectations  for
performance.  The DANNER(R)  brand  represents the highest level of performance,
with a select line of high quality,  feature driven leather footwear products at
premium  prices.  The  LACROSSE(R)  brand  has a  more  extensive  product  line
including  rubber,  vinyl and leather  footwear and rainwear,  distributed  to a
broad base of  independent  retailers.  The RED BALL(R) and LAKE OF THE WOODS(R)
brands offer a more narrow line of lower price and performance footwear directed
to a broad consumer market.

       The Company sells  products  through the industrial  distributor  channel
principally  under the  LACROSSE(R)  and  RAINFAIR(R)  brands.  The  brands  are
positioned  as  complementary,  with  the  LACROSSE(R)  brand  including  a full
performance  range of rubber and vinyl  footwear,  while the  RAINFAIR(R)  brand
includes an extensive line of rainwear and protective clothing.

Products

       The Company's brand product offering includes these major categories:

Rubber/Vinyl Footwear

       The Company's  rubber/vinyl  footwear  line is the most  extensive of the
product  categories with product offerings  covering the sporting,  recreational
and occupational markets. The Company markets rubber/vinyl footwear mainly under
the LACROSSE(R)  and RED BALL(R)  brands.  The product line ranges from low cost
vinyl-molded products to high performance, hand-crafted rubber products directed
to specific occupational market niches.

       In   addition,   the  Company  is  a  leader  in   rubber/vinyl   bottom,
leather/fabric  upper  footwear  for  extreme  cold and other  high  performance
applications.  A rubber bottom boot with a leather or fabric upper  combines the
waterproofness  and flexibility of rubber footwear with the fit and support of a
laced leather boot.

Leather Footwear

       The Company markets leather footwear under three brand names,  DANNER(R),
LACROSSE(R) and LAKE OF THE WOODS(R).  The DANNER(R) products consist of premium
quality  sporting,  occupational  and  recreational  boots available in numerous
styles  and  usually  featuring  the  stitch-down  manufacturing  process  which
provides  outstanding  built-in  comfort  for the  owner.  Danner  was the first
footwear manufacturer to include a waterproof,  breathable GORE-TEX(R) bootie in
leather  boots,  and it  continues  to  include  that  bootie in over 90% of its
products.  The  LACROSSE(R)  brand  markets a focused line of indoor and outdoor
work boots appealing to consumers who desire durability and comfort. The LAKE OF
THE WOODS(R) brand markets a broad line of utility, steel toe and sporting boots
and recreational hikers.



                                      -3-
<PAGE>

Rainwear and Protective Clothing

       Rainwear and footwear are complementary products in many occupational and
outdoor  environments.  Rainfair  offers a broad  line of quality  rainwear  and
protective  clothing  appealing  to  those  workers  in  utility,  construction,
chemical processing,  law enforcement and other groups traditionally  purchasing
through  industrial  distributors.  While most of the garments are developed for
general  workwear,  a number are constructed for specific  applications  such as
acid environments and flame environments. The RAINFAIR(R) brand is recognized in
the industry for its  durability,  quality and heritage.  In recent  years,  the
brand name has been extended to include other protective garments such as aprons
and extreme cold weather clothing.  Recently, a limited line of occupational and
sporting rainwear was introduced under the LACROSSE(R) brand.

       LaCrosse also sells footwear accessories such as liners, wader suspenders
and socks. During 1998, the Company offered approximately 500 styles of footwear
and rainwear.

Product Design and Development

       The Company's  product design and development  ideas originate within the
Company and through  communication  with its customers and suppliers  based upon
perceived  customer  or  consumer  needs or new  technological  developments  in
footwear,  rainwear and  materials.  Consumers,  sales  personnel  and suppliers
provide information to the Company's  marketing  division,  which interacts with
product  development  during the  development  and testing of new  product.  New
product   needs   generally   can  be  related  to   functional   or   technical
characteristics  which  are  addressed  by the  Company's  pattern,  design  and
chemistry  lab staffs.  The final  aesthetics  of the product are  determined by
marketing  personnel,  at times in conjunction with outside design  consultants.
Once a product  design is  approved  for  production,  responsibility  shifts to
manufacturing for pattern development and commercialization.

Customers, Sales and Distribution

       The  Company  markets  its brands and  associated  products  through  two
separate channels of distribution: retail and industrial.

       Within the retail market,  the  LACROSSE(R),  RED BALL(R) and LAKE OF THE
WOODS(R)   brands  are   marketed   through  a  sales  force   comprised  of  17
Company-employed  sales people and six independent sales representative  groups.
The DANNER(R) brand is marketed through independent sales representative groups,
some of which are dedicated  independent agents and some of which are multi-line
representative  groups.  A national  account  sales team  complements  the sales
activities for the brands.

       The Company's  industrial  products are distributed  through the LaCrosse
Rainfair Safety Products  Division using a combination of Company employed field
sales persons, independent representatives and a national account team.



                                      -4-
<PAGE>

       The  Company's  products are sold  directly to more than 5,500  accounts,
including sporting goods/outdoor retailers,  general merchandise and independent
shoe stores,  wholesalers,  industrial distributors,  catalog operations and the
United States government.  The Company's customer base is also diversified as to
size and location of customer and markets  served.  As a result,  the Company is
not dependent upon a few customers,  and adverse economic  conditions or mild or
dry weather  conditions in a specific  region are less likely to have a material
effect on the Company's results of operations.

       The Company operates three factory outlet stores whose primary purpose is
disposal of slow moving, factory seconds and obsolete merchandise.  Two of these
stores are located at the manufacturing  facilities in La Crosse,  Wisconsin and
Portland,  Oregon.  The Company  also derives  royalty  income from Danner Japan
Ltd.,  a  Japanese  joint  venture  in which  the  Company  has a 10%  ownership
interest,  on Danner  Japan Ltd.'s  distribution  of products in Japan under the
DANNER(R) brand that are manufactured by others overseas.

Advertising and Promotion

       Because  a  majority  of the  Company's  marketing  expenditures  are for
promotional  materials,  cooperative  advertising and point-of-sale  advertising
designed  to  assist  dealers  and  distributors  in the  sale of the  Company's
products, the Company is able to customize advertising and marketing for each of
its  brands  in each  of its  distribution  channels.  The  Company's  marketing
strategy allows it to emphasize those features of its products that have special
appeal to the applicable targeted consumer.

       The Company  advertises  and promotes  its products  through a variety of
methods  including  national and regional print  advertising,  public relations,
point-of-sale displays, catalogs and packaging.

Manufacturing

       The  Company  produces  the  majority  of its  rubber,  leather and vinyl
products in its United States manufacturing facilities in La Crosse,  Wisconsin,
Portland,   Oregon  and  Claremont,  New  Hampshire.  The  Company's  Hillsboro,
Wisconsin facility manufactures a line of waders with nylon uppers and rubber or
vinyl boot bottoms,  using a heat-sealing  process.  Leather tops and liners for
the LACROSSE(R) brand rubber bottom/leather top pac boots and some leather boots
are produced at the Company's Clintonville, Wisconsin facility.

       The Company  manufactures  a majority of its  LACROSSE(R)  and  DANNER(R)
brand footwear in the United States  because the Company  believes it is able to
maintain  better  control over  quality,  inventory  production  scheduling  and
inventory  levels.  "Made in the USA" is prominently  displayed in the Company's
advertising, promotion and marketing materials for the LACROSSE(R) and DANNER(R)
brands.

       The RAINFAIR(R),  RED BALL(R) and LAKE OF THE WOODS(R) brands,  which the
Company started  distributing during 1996 and 1997, source a substantial portion
of their  product  offshore,  primarily  in the Pacific  Rim.  The Company  also
sources  a  portion  of  the


                                      -5-
<PAGE>

LACROSSE(R)  brand leather  products and rubber  bottom/leather  upper pac boots
from the Pacific  Rim.  The  Company  intends to  continue  to  outsource  these
products.  The Company  believes  that there are adequate  sources of supply for
these imported products.

Suppliers

       The Company's three principal raw materials used in the production of the
Company's  products,  based upon dollar  value,  are  leather,  crude rubber and
oil-based  vinyl compounds for vinyl footwear and rainwear  products.  While the
Company saw price  increases  during 1995 for all three of these raw  materials,
prices have since  stabilized  at lower  levels and the Company has no reason to
believe that all three of these raw materials  will not continue to be available
at  competitive  prices.  The  Company  also uses  technical  components  in the
Company's products including THINSULATE(R), GORE-TEX(R), CORDURA(R), DRI-LEX(R),
POLARTEC(R)  and  VIBRAM(R).  No  interruption  in the  supply  of any of  these
components is anticipated.

       The Company  purchases  GORE-TEX(R)  waterproof fabric directly from W.L.
Gore & Associates  ("Gore"),  for both  LaCrosse and Danner  footwear.  Gore has
traditionally  been Danner's single largest supplier,  in terms of dollars spent
on raw materials.  Approximately 90% of Danner's footwear, in terms of number of
pairs produced, incorporates GORE-TEX(R) waterproof fabric. Agreements with Gore
may be  terminated  by either party upon 90 days'  written  notice.  The Company
considers its relationships with Gore to be good. Effective January 1, 1997, the
majority of Danner's GORE-TEX(R) footwear is guaranteed to be waterproof for one
year from the date of purchase compared to two years previously.

Quality Assurance

       The Company's  quality  control  programs are important to its reputation
for manufacturing  superior footwear. The Company is currently in the process of
becoming ISO 9001 certified,  with certification  planned for the fourth quarter
of 1999.

       The  Company's La Crosse,  Wisconsin  plant has a chemistry  lab which is
responsible for incoming raw material and in-process quality testing.  All crude
rubber is tested to assure that each batch meets the high  values  specified  by
the  Company  for range of  plasticity  and rate of cure,  both of which  have a
direct  relationship to the ultimate quality of the product.  Fabrics are sample
tested to meet LaCrosse's requirements for strength and weight. Incoming leather
skins are inspected for color, brand and weight.

       The  Company's  Danner  operation  tests 100% of all  GORE-TEX(R)  bootie
liners for leaks prior to sewing them into boots.  At least 10% of all completed
waterproof  boots are  filled  with  water for  testing.  Leather  is tested for
lasting ability, tear strength, finish and thickness.



                                      -6-
<PAGE>

Backlog

       At December 31, 1998, the Company had unfilled  orders from its customers
in the  amount of  approximately  $13.7  million  compared  to $14.2  million at
December 31, 1997. The decrease in backlog is primarily the result of a consumer
rainwear order from a large mass merchant which was included in the December 31,
1997  backlog.  All orders at December 31, 1998 are expected to be filled during
1999.  Because a major  portion  of the  Company's  orders are placed in January
through July for  delivery in June through  October,  the  Company's  backlog is
lowest during the fourth  quarter and peaks during the second  quarter.  Factors
other than seasonality,  such as pending large national account orders or United
States  government  orders,  could have a  significant  impact on the  Company's
backlog.  Therefore,  backlog at any one point in time may not be  indicative of
future  results.  Generally,  orders  may be  cancelled  by  customers  prior to
shipment without penalty.

Competition

       The  various  categories  of  the  protective   footwear,   rainwear  and
protective   clothing   markets  in  which  the  Company   operates  are  highly
competitive.  The Company  competes with numerous other  manufacturers,  many of
whom have substantially greater financial,  distribution and marketing resources
than the Company.  Because the Company has a broad product line, its competition
varies  by  product  category.  The  Company  has two to  three  major  domestic
competitors in most of its rubber and vinyl product  lines,  at least four major
competitors in connection  with the Company's  sporting  footwear,  at least six
major  competitors  in  connection  with  hiking  boots and at least  four major
competitors  in  connection  with  its  occupational   footwear,   rainwear  and
protective   clothing.   The  Company  also  faces   competition  from  offshore
manufacturers, particularly in the occupational and children's markets.

       LaCrosse  believes it maintains a  competitive  position  compared to its
competitors  through its  attention  to quality and the  delivery of value,  its
position as an innovator in common product segments, its above-average record of
delivering products on a timely basis, its strong customer relationships and, in
some cases,  the breadth of its product line. Some of the Company's  competitors
compete mainly on the basis of price.

       Offshore  manufacturers  offer significantly lower labor costs to produce
rubber and vinyl products.  However,  shipping costs and times, requirements for
short runs on some items,  and  unpredictable  weather patterns that would force
offshore  manufacturers or their  distributors to store large inventories in the
United  States  to  be  able  to  meet  sudden  increases  in  demand  are  some
disadvantages   the   offshore   manufacturers   face.   Further,   because  the
manufacturing  process for vinyl footwear  products is much less labor intensive
than for rubber  footwear,  lower offshore labor rates are less of a competitive
advantage in the production of vinyl  footwear.  Moreover,  the Company's  vinyl
footwear  products  enable  the  Company  to compete  more  effectively  against
offshore manufacturers of rubber footwear.

       Leather boot manufacturers and suppliers, some of which have strong brand
name  recognition  in the markets they serve,  are the major  competitors of the
Company's  Danner  and  LaCrosse   leather  product  line.   These   competitors
manufacture  domestically and/or import


                                      -7-
<PAGE>

products from offshore.  Danner products  effectively  compete with domestically
produced products,  but are generally at a price disadvantage against lower cost
imported products,  because offshore  manufacturers  generally pay significantly
lower labor costs. Danner focuses on the premium quality,  premium price segment
of the market in which product function,  design, comfort and quality, continued
technological improvements,  brand awareness, timeliness of product delivery and
product pricing are all important.  The Company believes,  by attention to these
factors, the Danner protective footwear line has maintained a strong competitive
position in its current market niches.  In leather boots,  the  LACROSSE(R)  and
LAKE OF THE WOODS(R) brands,  because of their market  position,  source product
both  domestically  and  from  offshore.  Therefore,  they  compete  with  other
distributors with products sourced from offshore locations.

Employees

       As of December 31, 1998, the Company had  approximately  1,250 employees,
all located in the United States.  Approximately 450 of the Company's  employees
at the La Crosse, Wisconsin facility are represented by the United Steel Workers
of America under a three-year  collective  bargaining agreement which expires in
September 2001,  approximately  180 of the Company's  employees at the Portland,
Oregon  facility are  represented by the United Food & Commercial  Workers Union
under a  collective  bargaining  agreement  which  expires in  January  2002 and
approximately 55 of the Company's  employees at the Racine,  Wisconsin  facility
are  represented  by the  International  Ladies  Garment  Workers  Union under a
collective  bargaining  agreement  which  expires in July 2000.  The Company has
approximately  260 employees at manufacturing  facilities  located outside of La
Crosse,  Wisconsin,  Portland,  Oregon  and  Racine,  Wisconsin.  None of  these
employees  are  represented  by a union.  The  Company  considers  its  employee
relations to be good.

Trademarks and Trade Names; Patents

       The Company owns United States federal  registrations  for several of its
marks,  including  LACROSSE(R),  DANNER(R),  RED BALL(R),  LAKE OF THE WOODS(R),
RAINFAIR(R), LACROSSE and stylized Indianhead design that serve as the Company's
logo,  RAINFAIR  and  stylized  horse  design  that  serve as  Rainfair's  logo,
ALLTEMP(R),  DURALITE(R),  FIRETECH(R),  FLY-LITE(R),  ICE KING(R),  ICECUBE(R),
ICEMAN(R), TERRAIN KING(R), AIRTHOTIC(R), CROSS-HIKER(R), THERMONATOR(R) and RED
BALL  JETS(R).  The  Company  also has  registrations  for the "L" shape  design
associated with the lacing system on the Alltemp Boot Systems,  and the stylized
Indianhead design  associated with the Company's logo. In addition,  the Company
owns registrations in Canada for its marks ALLTEMP(R),  ICEMAN(R), AIRBOB(R) and
stylized  Indianhead  design and in Mexico for its mark  LACROSSE  and  stylized
Indianhead  design.  The  Company  generally  attempts  to  register a trademark
relating to a product's name only where the Company  intends to heavily  promote
the product or where the Company  expects to sell the product in large  volumes.
The Company  defends its trademarks and trade names against  infringement to the
fullest extent practicable under the law. Other than  registrations  relating to
the LACROSSE(R),  DANNER(R),  RED BALL(R),  LAKE OF THE 


                                      -8-
<PAGE>

WOODS(R) and  RAINFAIR(R)  names,  the Company does not believe any trademark is
material to its business.

       Prior to 1999,  the Company paid a royalty on sales of products  carrying
the  DANNER(R)  name equal to 0.5% of the price of products sold that applies to
net sales in excess of $4.0 million  annually.  The royalty agreement expired on
December 31, 1998.

       The Company is not aware of any material  conflicts  concerning its marks
or its use of marks owned by other companies.

       The Company owns several patents that improve its competitive position in
the  marketplace,  including  patents  for a cold cement  process  for  affixing
varying  outsole  compositions  to a rubber upper; a method of  manufacture  for
attaching a nylon upper to a rubber bottom; a rubber footwear product in which a
heel  counter is  trapped or  embedded  within  the rubber  boot to improve  the
support  provided to the wearer's  foot; the DANNER BOB(R)  outsole;  a neoprene
wader upper with an expandable chest; and a patent for its  AIRTHOTIC(R),  which
is a ventilated arch support that fits under the heel.

Seasonality/Working Capital

       As has  traditionally  been the case,  the  Company's  sales in 1998 were
higher in the last two quarters of the year than in the first two quarters  and,
in order to satisfy shipping  requirements,  the Company builds inventory during
the first half of the year and offers  customers  price  discounts  and extended
terms during such time. The Company expects these trends to continue. Additional
information  about the  seasonality  and  working  capital  requirements  of the
Company's business is contained under  "Management's  Discussion and Analysis of
Financial  Condition  and  Results  of  Operations--Overview"  on  page 5 of the
Company's  1998 Annual Report to  Shareholders  and such  information  is hereby
incorporated herein by reference.

Foreign Operations and Export Sales

       Other than the Company's 10% equity  interest in Danner Japan,  Ltd., the
Company does not have any foreign operations.  International sales accounted for
less than 5% of the Company's net sales in 1998.

Environmental Matters

       The  Company  and the  industry  in  which it  competes  are  subject  to
environmental laws and regulations  concerning  emissions to the air, discharges
to waterways and the generation,  handling, storage,  transportation,  treatment
and  disposal of waste  materials.  The  Company's  policy is to comply with all
applicable environmental, health and safety laws and regulations. These laws and
regulations  are constantly  evolving and it is difficult to predict  accurately
the  effect  they  will  have on the  Company  in the  future.  Compliance  with
applicable  environmental  regulations  and  controls  has not had, nor are they
expected  to have in 1999,  any  material  impact on the  capital  expenditures,
earnings or competitive position of the Company.



                                      -9-
<PAGE>

Executive Officers of the Registrant

       The following table sets forth certain information, as of March 15, 1999,
regarding the executive officers of the Company.

      Name                  Age               Position
      ----                  ---               --------
George W. Schneider         76      Chairman of the Board and Director
Frank J. Uhler, Jr.         68      Vice Chairman of the Board and Director
Patrick K. Gantert          49      President, Chief Executive Officer and 
                                      Director
Wayne L. Berger             52      Vice President - Purchasing
Stephen F. Bonner           45      Vice President - Claremont Operations
Kenneth F. Ducke            55      Treasurer and Assistant Secretary
Joseph F. Fahey             44      Vice President - Retail Sales and Marketing
Peter V. Fiorini            61      Vice President - Special Markets
David F. Flaschberger       40      Vice President - Human Resources
David R. Llewellyn          61      Vice President - Marketing and Business
                                    Development
Robert G. Rinehart, Jr.     46      Vice President - Product Development
Joseph P. Schneider         39      Vice President of the Company and President
                                      and Chief Executive Officer of Danner
Robert J. Sullivan          52      Vice President - Finance and Administration 
                                      and Chief Financial Officer
John A. Tadewald            60      Vice President - Engineering

       George  W.  Schneider  was  elected  to the  Board  of  Directors  of the
Company's  predecessor  in 1968 and was the  principal  investor and  motivating
force behind the management  buyout of the Company's  predecessor in 1982. Since
1982, Mr. Schneider also has served as Chairman of the Board of the Company.

       Frank J.  Uhler,  Jr.,  has served as Vice  Chairman  of the Board of the
Company since December 31, 1994 and as a director since he joined the Company in
June 1978.  From June 1978 until 1982,  Mr. Uhler  served as President  and from
1982 until December 31, 1994 he served as President and Chief Executive  Officer
of the  Company.  Along with Mr.  George W. 


                                      -10-
<PAGE>

Schneider, Mr. Uhler was the other principal member of the management group that
acquired the Company's predecessor in 1982.

       Patrick K. Gantert has served as President,  Chief Executive  Officer and
as a director of the Company since December 31, 1994. Prior thereto, Mr. Gantert
served as Executive  Vice President and Chief  Operating  Officer of the Company
since August 1993 and as Executive  Vice President  since June 1992.  From March
1985,  when he joined  the  Company,  until  June  1992,  Mr.  Gantert  was Vice
President-Finance.

       Wayne L. Berger joined the Company in 1974 and has held various positions
in finance and  administration  since that time.  In June 1988,  Mr.  Berger was
elected Vice President - Purchasing.

       Stephen  F.  Bonner  joined  the  Company  in 1983 and has  held  various
positions in manufacturing since that time. In June 1991, Mr. Bonner was elected
Vice President - Claremont Operations.

       Kenneth  F.  Ducke  joined  the  Company  in 1974  and has  held  various
positions in finance and administration  since that time. In 1982, Mr. Ducke was
elected Treasurer and Assistant Secretary.

       Joseph F. Fahey has served as Vice President - Retail Sales and Marketing
since he joined the Company in October  1996.  From 1993 until 1996,  Mr.  Fahey
served as Vice  President  of Sales and  Marketing  for Stihl,  Incorporated,  a
manufacturer  of premium  hand-held  power equipment and from 1989 through 1993,
Mr.  Fahey was the  Manager of Dealer  Development  and  Research  for the Power
Equipment Division of American Honda Motor Company.

       Peter V.  Fiorini  joined the  Company in July 1991 as Vice  President  -
Industrial Sales. He served in such capacity until May 1998, when he was elected
Vice President - Special Markets.

       David F.  Flaschberger  joined the Company in May 1993 as Human Resources
Manager.  He served in such capacity until  November  1995,  when he was elected
Vice  President - Human  Resources.  From 1990 until  joining the  Company,  Mr.
Flaschberger  was the Director of Human Resources of The Company Store,  Inc., a
direct mail marketer and manufacturer of down-filled bedding products.

       David R.  Llewellyn has served as Vice President - Marketing and Business
Development  since he joined the Company in April 1994.  From 1989 until joining
the Company, Mr. Llewellyn was an independent marketing and business consultant.



                                      -11-
<PAGE>

       Robert G. Rinehart, Jr. joined the Company in January 1990 as a territory
salesperson.  In July 1991, Mr. Rinehart was appointed as the National  Accounts
Manager.  He served in such capacity  until October 1992,  when he was appointed
Senior  Marketing  Manager,  and in March 1994 he was elected  Vice  President -
Product Development.

       Joseph P.  Schneider has served as a Vice  President of the Company since
June 1996 and as President and Chief  Executive  Officer of Danner since October
1998.  Prior  thereto,  Mr.  Schneider  served as President and Chief  Operating
Officer of Danner since  December  1997, as Executive  Vice  President and Chief
Operating Officer of Danner since June 1996 and as Vice President - Retail Sales
of the Company from January 1993 until June 1996.  From 1985, when he joined the
Company,  until  January  1993,  Mr.  Schneider  held various  sales  management
positions.

       Robert J.  Sullivan  joined the  Company in  November  1992 as Manager of
Finance  and   Administration,   was  elected  Vice   President  -  Finance  and
Administration  in  March  1994  and was  given  the  additional  title of Chief
Financial  Officer in March  1997.  From 1987 until  joining  the  Company,  Mr.
Sullivan  was  Vice  President-Finance  of  Skipperliner  Industries,   Inc.,  a
manufacturer of houseboats.

       John A.  Tadewald  has served as Vice  President -  Engineering  since he
joined the Company in October  1987.  From 1963 until  joining the Company,  Mr.
Tadewald held engineering positions with several industrial companies.

       Joseph P. Schneider is the son of George W. Schneider.  None of the other
directors or executive officers are related to each other. The term of office of
each of the executive officers expires at the annual meeting of directors.

Item 2.   Properties

       The following  table sets forth certain  information,  as of December 31,
1998, relating to the Company's principal facilities.

<TABLE>
<CAPTION>
                                     Properties

                             Owned        Approximate Floor
                               or          Area in Square
Location                     Leased              Feet                     Principal Uses

<S>                        <C>                <C>             <C>
La Crosse, WI              Leased(1)          212,000(1)      Principal sales, marketing and executive
                                                               offices and warehouse space

La Crosse, WI                Owned             400,000        Manufacture rubber boots



                                      -12-
<PAGE>

La Crosse, WI              Leased(2)           264,000        Main warehouse and distribution facility

La Crosse, WI                Owned              11,000        Retail outlet store

Clintonville, WI             Owned              42,500        Manufacture leather components and
                                                              construct rubber boots

Clintonville, WI             Leased             4,000         Warehouse and raw material storage

Hillsboro, WI              Leased(3)            40,000        Manufacture component parts

Kenosha, WI                  Leased             3,000         Retail outlet store

Claremont, NH                Owned             150,000        Manufacture vinyl injection-molded products

Claremont, NH              Leased(4)            68,000        Warehouse and distribution facility

Portland, OR               Leased(5)            36,000        Manufacture DANNER(R)products, offices,
                                                              retail outlet store and warehouse space

Portland, OR               Leased(6)            16,000        Warehouse and distribution facility

Prentice, WI               Leased(7)            24,000        Warehouse and distribution facility

Racine, WI                 Leased(8)           104,700        Manufacturing, warehousing and offices for
                                                              Rainfair
-------------------------
(1)    The lease for this 212,000 square foot building adjacent to the Company's
       manufacturing   plant  in  La   Crosse,   Wisconsin   expires   in  2007.
       Approximately  50% of this  building  is  currently  sublet to the former
       owner. Of the portion occupied by the Company,  6,600 square feet is used
       for office space and the balance is used for warehouse space.

(2)    The lease for 183,000  square feet of this facility  expires in 2000. The
       Company leases the balance of the space on short-term leases.

                                      -13-
<PAGE>

(3)    There are two  facilities  leased by the Company in Hillsboro,  Wisconsin
       with approximately 40,000 square feet.

(4)    The lease of this  facility  expires  in 2000.  This space is leased in a
       facility adjacent to the Company's manufacturing plant in Claremont,  New
       Hampshire.

(5)    The lease for this  facility  expires in March 2009,  but the Company has
       the option to extend the term for an additional five years.

(6)    The lease for this  facility  expires in December  2000.

(7)    The lease for this facility expires in 1999.

(8)    The lease for this  facility  was entered into in May 1996 and expires in
       May 2001.


</TABLE>

       Based on present plans,  management  believes that the Company's  current
facilities  will be  adequate  to  meet  the  Company's  anticipated  needs  for
production  of  LaCrosse  products  for at least  the next two  years.  Once the
manufacturing  facilities have reached capacity,  the Company can expand further
by leasing or purchasing facilities or by outsourcing products or components.

Item 3.       Legal Proceedings

       In November  1993,  the Company,  in order to preserve its legal  rights,
instituted  litigation against the United States Government in the United States
Court of Federal Claims ("USCFC") seeking a refund of amounts previously paid to
the Internal Revenue Service ("IRS") relating to the Company's  treatment of its
LIFO  inventory  stemming  from the  Company's  1982  leveraged  buyout.  If the
Government  prevails in this  litigation,  the IRS has indicated an intention to
assess the Company for additional tax, penalties, interest and other amounts for
prior periods as a result of recalculating the Company's LIFO inventory reserve.
The Company received a favorable  decision,  dated May 15, 1998, from the USCFC,
which  resulted in a judgment  awarded to the Company.  However,  the Government
appealed  the  decision  and the  appeal is  currently  being  heard in the U.S.
Federal Circuit Court of Appeals.  The Company is not currently in a position to
predict  the  outcome of the appeal.  However,  a decision  by the U.S.  Federal
Circuit Court of Appeals in another case (Kohler Co. v. United States,  Case No.
96-5043,  September 17, 1997) supports one of the principal  positions  taken by
the IRS and the Government in the USCFC  litigation.  The Company  believes that
its  total  current  exposure  to the IRS with  respect  to this  matter  is not
material to the Company's financial position or results of operations.

       From time to time, the Company, in the normal course of business, is also
involved  in  various  other  claims  and  legal  actions  arising  out  of  its
operations.  The Company does not believe that the ultimate  disposition  of any
currently  pending claims or actions would have a material adverse effect on the
Company or its financial condition.


                                      -14-
<PAGE>

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

       No matters were  submitted to a vote of  shareholders  during the quarter
ended December 31, 1998.

                                    PART II

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

       The  portions  of page 20 which  describe  the market  for and  dividends
declared  on the  Company's  Common  Stock  and Note 5 of Notes to  Consolidated
Financial  Statements  which  describe  restrictions  on dividends and which are
contained  in the  Company's  1998  Annual  Report to  Shareholders  are  hereby
incorporated herein by reference in response to this Item.

Item 6.   Selected Financial Data

       The  information  set forth in the table on page 4 of the Company's  1998
Annual Report to  Shareholders  under the caption "Five Year Summary of Selected
Financial Data" is hereby  incorporated  herein by reference in response to this
Item.

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

       The  information  set forth on pages 5 through  8 in the  Company's  1998
Annual Report to  Shareholders  under the caption  "Management's  Discussion and
Analysis  of  Financial   Condition  and  Results  of   Operations"   is  hereby
incorporated herein by reference in response to this Item.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

       The Company enters into interest rate swap agreements ("Swap Agreements")
to reduce its exposure to interest rate  fluctuations on its floating rate debt.
The Swap  Agreements  exchange  floating rate for fixed rate  interest  payments
periodically over the life of the agreements  without exchange of the underlying
notional  amounts.  The notional amounts of interest rate agreements are used to
measure  interest  to be paid or  received  and do not  represent  an  amount of
exposure to credit loss. For interest rate instruments  that  effectively  hedge
interest rate exposures, the net cash amounts paid or received on the agreements
are accrued and recognized as an adjustment to interest expense.  As of December
31, 1998,  the Company had Swap  Agreements  in effect  totaling  $11.0  million
notional  amount,  of which $7.0  million  will mature in 2002 with another $4.0
million  maturing  in 2003.  The  variable  rate  borrowings  not offset by Swap
Agreements at December 31, 1998 totaled $9.4 million.  Swap Agreement  rates are
based on the three-month  LIBOR rate.  Based on average floating rate borrowings
outstanding throughout fiscal year 1998, a 100-basis point change in LIBOR would
have caused the Company's  monthly  interest  expense to change by approximately



                                      -15-
<PAGE>

$16,000.  The  Company  believes  that these  amounts  are not  material  to the
earnings of the Company.

Item 8.     Financial Statements and Supplementary Data

       The  consolidated  statements  of income,  shareholders'  equity and cash
flows for each of the years in the  three-year  period ended  December 31, 1998,
and the related  consolidated  balance  sheets of the Company as of December 31,
1998 and 1997,  together  with the related  notes  thereto  and the  independent
auditor's report,  and the Company's  unaudited  quarterly results of operations
for the  two-year  period  ended  December  31,  1998,  all set forth on pages 9
through 20 of the  Company's  1998  Annual  Report to  Shareholders,  are hereby
incorporated herein by reference in response to this Item.

Item 9.    Changes in  and Disagreements   with Accountants on  Accounting  and
           Financial Disclosure

       None.



                                      -16-
<PAGE>

                                    PART III


Item 10.      Directors and Executive Officers of the Registrant

       The  information  required  by this Item with  respect to  directors  and
Section 16 compliance is included under the captions "Election of Directors" and
"Section 16(a) Beneficial Ownership Reporting Compliance",  respectively, in the
Company's definitive Proxy Statement for its 1999 Annual Meeting of Shareholders
("Proxy Statement") and is hereby incorporated herein by reference.  Information
with respect to the executive  officers of the Company  appears in Part I, pages
10 through 12, of this Annual Report on Form 10-K.

Item 11.     Executive Compensation

       The  information  required  by this Item is included  under the  captions
"Board of DirectorsCDirector  Compensation" and "Executive  Compensation" in the
Proxy  Statement  and is  hereby  incorporated  herein by  reference;  provided,
however,  that  the  subsection  entitled  "Executive   CompensationCReport   on
Executive  Compensation"  shall  not be  deemed  to be  incorporated  herein  by
reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management

       The  information  required  by this Item is  included  under the  caption
"Principal  Shareholders"  in the Proxy  Statement  and is  hereby  incorporated
herein by reference.

Item 13.    Certain Relationships and Related Transactions

       The  information  required  by this Item is included  under the  captions
"Certain  Transactions"  and  "Executive   CompensationCCompensation   Committee
Interlocks  and  Insider  Participation"  in the Proxy  Statement  and is hereby
incorporated herein by reference.



                                      -17-
<PAGE>

                                    PART IV

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

    (a) 1.   Financial  statements - The financial  statements listed in
             the accompanying  index to financial  statements and financial
             statement  schedules  are  incorporated  by  reference in this
             Annual Report on Form 10-K.

        2.   Financial   statement  schedules  -  The  financial  statement
             schedules  listed  in  the  accompanying  index  to  financial
             statements and financial statement schedules are filed as part
             of this Annual Report on Form 10-K.

        3.   Exhibits - The exhibits  listed in the  accompanying  index to
             exhibits are filed as part of this Annual Report on Form 10-K.

    (b)      Reports on Form 8-K

             No  reports  on Form 8-K  were  filed by the  Company  during  the
             quarter ended December 31, 1998.


                                      -18-
<PAGE>

                                   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 this 29th day of
March, 1999.


                                       LACROSSE FOOTWEAR, INC.



                                       By /s/ Patrick K. Gantert
                                          Patrick K. Gantert
                                          President and Chief Executive 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 and on the dates indicated.

        Signature                     Title                          Date
        ---------                     -----                          ----
/s/George W. Schneider      Chairman of the Board and           March 29, 1999
------------------------    Director
George W. Schneider


/s/ Patrick K. Gantert      President, Chief Executive          March 29, 1999
------------------------    Officer and Director (Principal 
Patrick K. Gantert          Executive Officer) 


/s/ Robert J. Sullivan      Vice President-Finance and          March 29, 1999
------------------------    Administration and Chief Financial
Robert J. Sullivan          Officer (Principal Financial and  
                            Accounting Officer)               
                            


/s/ Frank J. Uhler, Jr.     Vice Chairman of the Board          March 29, 1999
------------------------    and Director  
Frank J. Uhler, Jr.


                                      -19-
<PAGE>
        Signature                     Title                          Date
        ---------                     -----                          ----

/s/ Craig L. Leipold                Director                  March 29, 1999
------------------------
Craig L. Leipold


/s/ Richard A. Rosenthal            Director                  March 29, 1999
------------------------
Richard A. Rosenthal  


/s/ Luke E. Sims                    Director                  March 29, 1999
------------------------
Luke E. Sims


/s/ John D. Whitcombe               Director                  March 29, 1999
------------------------
John D. Whitcombe



                                      -20-
<PAGE>


                   INDEX TO FINANCIAL STATEMENTS AND FINANCIAL
                               STATEMENT SCHEDULE


                                                            Page
                                                --------------------------------

                                                                   Annual Report
                                                 Form 10-K       to Shareholders
Consolidated Balance Sheets at
  December 31, 1998 and 1997                           -                   9

Consolidated Statements of Income for
 each of the three years in the
 period ended December 31, 1998                        -                   10

Consolidated Statements of Shareholders'
 Equity for each of the three
 years in the period ended December 31, 1998           -                   11

Consolidated Statements of Cash Flows
 for each of the three years in
 the period ended December 31, 1998                    -                   12

Notes to Consolidated Financial Statements             -                 13-19

Independent Auditor's Report                           -                   19

Independent Auditor's Report on 
 Financial Statement Schedule                         22                   -

Financial Statement Schedule:

      II    -    Valuation and Qualifying
                 Accounts                           23-24                  -
   

All  other  financial   statement  schedules  are  omitted  since  the  required
information  is not present or is not present in amounts  sufficient  to require
submission of the schedules,  or because the information required is included in
the consolidated financial statements and notes thereto.



                                      -21-
<PAGE>

          INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENT SCHEDULE



To the Board of Directors and Shareholders
LaCrosse Footwear, Inc.
La Crosse, Wisconsin


Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
consolidated   financial   statements   taken  as  a  whole.   The  consolidated
supplemental  schedule  II is  presented  for  purposes  of  complying  with the
Securities  and  Exchange  Commission's  rules  and  is  a  part  of  the  basic
consolidated  financial  statements.  This  schedule  has been  subjected to the
auditing  procedures applied in our audits of the basic  consolidated  financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic consolidated financial statements taken as a whole.




                                                     McGLADREY & PULLEN, LLP



La Crosse, Wisconsin
February 5, 1999


                                      -22-
<PAGE>

<TABLE>
                                     LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES

                                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<CAPTION>
                                                                          Additions
                                                             -------------------------------------
                                       Balance at Beginning                                                                Balance
                                             of Period        Charged To Costs        Charged To                            at End
          Description                                           And Expenses        Other Accounts      Deductions        of Period
<S>                                        <C>                   <C>                 <C>                <C>              <C>
Year ended December 31, 1996:
 Accounts receivable allowances:
  Allowance for returns                    $    280,000          $ 1,234,556         $       --         $   947,556      $  567,000
  Allowance for cash discounts                  114,000               90,496                 --              15,496         189,000
  Allowance for doubtful accounts               381,700              167,655              335,000           178,855         705,500
  Allowance for uncollectible interest           37,560               92,268                 --              84,026          45,802
                                            -----------           ----------          -----------        ----------       ---------
                 Total                     $    813,260          $ 1,584,975         $    335,000       $ 1,225,933      $1,507,302
                                            ===========           ==========          ===========        ==========       =========
 Inventory allowances:
  Allowance for obsolescence               $    813,428          $   272,904         $    350,000       $   235,332      $1,201,000
                                            ===========           ==========          ===========        ==========       =========
 Warranty allowance:
  Allowance for warranties                 $    840,000          $ 1,057,730         $       --         $   972,730      $  925,000
                                            ===========           ==========          ===========        ==========       =========


                                                    [continued]


                                                        -23-
<PAGE>

<CAPTION>
                                                                          Additions
                                                             -------------------------------------
                                       Balance at Beginning                                                                Balance
                                             of Period        Charged To Costs        Charged To                            at End
          Description                                           And Expenses        Other Accounts      Deductions        of Period
<S>                                        <C>                   <C>                 <C>                <C>              <C>
Year ended December 31, 1997: 
 Accounts receivable allowances:
  Allowance for returns                    $    567,000          $ 1,142,866         $    280,700       $ 1,152,866      $   837,700
  Allowance for cash discounts                  189,000               63,345               65,000           217,345          100,000
  Allowance for doubtful accounts               705,500              161,524                --              292,069          574,955
  Allowance for uncollectible interest           45,802              106,290                --               95,631           56,461
                                             ----------           ----------           ----------        ----------       ----------
                 Total                     $  1,507,302          $ 1,474,025         $    345,700       $ 1,757,911      $ 1,569,116
                                             ==========           ==========           ==========        ==========       ==========
 Inventory allowances:
  Allowance for obsolescence               $  1,201,000          $   586,560         $      --          $   561,140      $ 1,226,420
                                             ==========           ==========           ==========        ==========       ==========
 Warranty allowance:
  Allowance for warranties                 $    925,000          $   769,322         $      --          $ 1,084,197      $   610,125
                                             ==========           ==========           ==========        ==========       ==========

Year ended December 31, 1998:
 Accounts receivable allowances:
  Allowance for returns                    $    837,700          $   961,211         $      --          $ 1,290,911      $   508,000
  Allowance for cash discounts                  100,000              470,090                --              482,090           88,000
  Allowance for doubtful accounts               574,955               91,562                --              289,517          377,000
  Allowance for uncollectible interest           56,461              131,812                --              128,624           59,649
                                             ----------           ----------           ----------        ----------       ----------
                 Total                     $  1,569,116          $ 1,654,675         $      --          $ 2,191,142      $ 1,032,649
                                             ==========           ==========           ==========        ==========       ==========
 Inventory allowances:
  Allowance for obsolescence               $  1,226,420          $   607,472         $      --          $   533,892      $ 1,300,000
                                             ==========           ==========           ==========        ==========       ==========
 Warranty allowance:
  Allowance for warranties                 $    610,125          $   866,268         $      --          $ 1,004,952      $   471,441
                                              =========           ==========           ==========        ==========       ==========


      The accounts receivable and inventory  allowances above were deducted from the applicable asset account.


</TABLE>


                                                     -24-
<PAGE>

                                  EXHIBIT INDEX

                                                                      Sequential
Exhibit                                                                  Page
Number                         Exhibit Description                      Number

(2.1)      Asset Purchase Agreement, dated as of February 11,            --
           1994, between LaCrosse Footwear, Inc.                      
           and Danner Shoe Manufacturing Co.  
           [Incorporated by reference to Exhibit (2)
           to LaCrosse Footwear, Inc.'s Form S-1 Registration 
           Statement (Registration No. 33-75534)]
(2.2)      Asset Purchase Agreement, dated May 16, 1996,                 --
           by and among Rainco, Inc., LaCrosse Footwear, 
           Inc., Rainfair, Inc. and Craig L. Leipold  
           [Incorporated by reference to Exhibit (2.1) to
           LaCrosse Footwear, Inc.'s Current Report on 
           Form 8-K dated May 31, 1996 and filed June 14, 1996]
(3.1)      Restated Articles of Incorporation of LaCrosse                --
           Footwear, Inc. [Incorporated by reference to 
           Exhibit (3.0) to LaCrosse Footwear, Inc.'s Form 
           S-1 Registration Statement (Registration No.
           33-75534)]
(3.2)      By-Laws of LaCrosse Footwear, Inc., as amended                --
           to date [Incorporated by reference to Exhibit 
           (3.2) to LaCrosse Footwear, Inc.'s Annual Report 
           on Form 10-K for the year ended December 31, 1994]
(4.1)      Credit Agreement, dated as of May 31, 1996, by                --
           and among LaCrosse Footwear, Inc., Firstar Bank 
           Milwaukee, N.A., The Northern Trust Company, Harris
           Trust and Savings Bank and Firstar Bank Milwaukee,
           N.A., as Agent for the Banks  [Incorporated by
           reference to Exhibit (4.1) to LaCrosse Footwear, 
           Inc.'s Quarterly Report on Form 10-Q for the 
           quarter ended June 29, 1996]
(4.2)      Note Purchase Agreement, dated as of June 1, 1990,            --
           between LaCrosse Footwear, Inc. and Teachers Insurance
           and Annuity Association of America  [Incorporated by
           reference to Exhibit (10.1) to LaCrosse Footwear, 
           Inc.'s Form S-1 Registration Statement (Registration
           No. 33-75534)]
(4.3)      Amendment to Note Purchase Agreement, dated as of             --
           October 7, 1994, between LaCrosse Footwear, Inc. and 
           Teachers Insurance and Annuity Association of America
           [Incorporated by reference to Exhibit (10.3) to 
           LaCrosse Footwear, Inc.'s Quarterly Report on Form 10-Q 
           for the quarter ended October 1, 1994]
(9.1)      Voting Trust Agreement, dated as of June 21, 1982,            --
           as amended [Incorporated by reference to Exhibit
           (9) to LaCrosse Footwear, Inc.'s Form S-1 Registration
           Statement (Registration No. 33-75534)]

                                      -25-
<PAGE>
                                                                      Sequential
Exhibit                                                                  Page
Number                         Exhibit Description                      Number

(9.2)      Amendment No. 9 to Voting Trust Agreement, dated              --
           June 30, 1997.  [Incorporated by reference to Exhibit
           (9.2) to LaCrosse Footwear, Inc.'s Annual Report on
           Form 10-K for the year ended December 31, 1997]
(10.1)     Lease, dated as of January 7, 1991, between                   --
           LaCrosse Footwear, Inc. and Central States Warehouse,
           Inc.  [Incorporated by reference to Exhibit (10.2)
           to LaCrosse Footwear, Inc.'s Form S-1 Registration
           Statement (Registration No. 33-75534)]
(10.2)     Amendment, dated as of June 29, 1995, to Lease                --
           between LaCrosse Footwear, Inc. and Central States 
           Warehouse, Inc.  [Incorporated by reference to Exhibit
           (10.2) to LaCrosse Footwear, Inc.'s Annual Report on 
           Form 10-K for the year ended December 31, 1995]
(10.3)*    Employment and Consulting Agreement, dated as of              --
           October 1, 1990 and as amended as of October 31,
           1992, between Frank J. Uhler, Jr. and LaCrosse 
           Footwear, Inc. [Incorporated by reference to Exhibit
           (10.4) to LaCrosse Footwear, Inc.'s Form S-1
           Registration Statement (Registration No. 33-75534)]
(10.4)*    Amendment No. 1, dated as of December 31, 1994,               --
           to Employment and Consulting Agreement between
           Frank J. Uhler, Jr. and LaCrosse Footwear, Inc. 
           [Incorporated by reference to Exhibit (10.5) to 
           LaCrosse Footwear, Inc.'s Annual Report on Form
           10-K for the year ended December 31, 1994]
(10.5)*    Employment Agreement, dated as of July 1, 1992,               --
           and amended as of May 28, 1993, between Patrick K.
           Gantert and LaCrosse Footwear, Inc. [Incorporated by
           reference to Exhibit (10.8) to LaCrosse Footwear,
           Inc.'s Annual Report on Form 10-K for the year 
           ended December 31, 1994]
(10.6)*    Employment Agreement, dated as of March 14, 1994,             --
           between LaCrosse Footwear, Inc. and Eric E. Merk, Sr.
           [Incorporated by reference to Exhibit (10.12) to
           LaCrosse Footwear, Inc.'s Form S-1 Registration
           Statement (Registration No. 33-75534)]

------------
  *  A management contract or compensatory plan or arrangement.


                                      -26-
<PAGE>
                                                                      Sequential
Exhibit                                                                  Page
Number                         Exhibit Description                      Number

(10.7)     Amendment No. 1, dated as of June 1, 1995, to                 --
           Employment Agreement between LaCrosse Footwear, 
           Inc. and Eric E. Merk, Sr.  [Incorporated by
           reference to Exhibit (10.1) to LaCrosse Footwear,
           Inc.'s Quarterly Report on Form 10-Q for the 
           quarter ended September 30, 1995]
(10.8)*    Employment Agreement, dated as of June 9, 1994,               --
           between David Llewellyn and LaCrosse Footwear, Inc.
           [Incorporated by reference to Exhibit (10.1) to
           LaCrosse Footwear, Inc.'s Quarterly Report on Form
           10-Q for the quarter ended July 2, 1994]
(10.9)*    LaCrosse Footwear, Inc. Deferred Compensation Plan            --
           for Key Employees, as amended and restated. 
           [Incorporated by reference to Exhibit (10.9) to
           LaCrosse Footwear, Inc.'s Annual Report on Form
           10-K for the year ended December 31, 1997]
(10.10)*   LaCrosse Footwear, Inc. Deferred Compensation                 --
           Plan for Directors  [Incorporated by reference
           to Exhibit (10.15) to LaCrosse Footwear, Inc.'s
           Form S-1 Registration Statement (Registration
           No. 33-75534)]
(10.11)*   LaCrosse Footwear, Inc. Retirement Plan                       --
           [Incorporated by reference to Exhibit
           (10.18) to LaCrosse Footwear, Inc.'s Form
           S-1 Registration Statement (Registration
           No. 33-75534)]
(10.12)*   LaCrosse Footwear, Inc. Employees' Retirement                 --
           Savings Plan [Incorporated by reference to 
           Exhibit (10.19) to LaCrosse Footwear, Inc.'s 
           Form S-1 Registration Statement (Registration 
           No. 33-75534)]
(10.13)*   LaCrosse Footwear, Inc. 1993 Employee Stock                   --
           Incentive Plan [Incorporated by reference to
           Exhibit (10.20) to LaCrosse Footwear, Inc.'s 
           Form S-1 Registration Statement (Registration
           No. 33-75534)]
(10.14)*   LaCrosse Footwear, Inc. 1997 Employee Stock                   --
           Incentive Plan [Incorporated by reference to
           Exhibit (10.17) to LaCrosse Footwear, Inc.'s 
           Annual Report on Form 10-K for the year ended
           December 31, 1996] 
(10.15)    Agreement, dated as of September 15, 1998,                    
           between Local No. 14L, United Steel Workers of
           America, AFL-CIO, and LaCrosse Footwear, Inc.

------------
  *  A management contract or compensatory plan or arrangement.


                                      -27-
<PAGE>
                                                                      Sequential
Exhibit                                                                  Page
Number                         Exhibit Description                      Number

(10.16)    Lease, dated as of March 14, 1994, between                    --
           JEPCO Development Co. and LaCrosse Footwear,
           Inc.  [Incorporated by reference to Exhibit 
           (10.22) to LaCrosse Footwear, Inc.'s Form S-1
           Registration Statement (Registration No. 33-75534)]
(10.17)    Amendment, dated as of March 17, 1998, to Lease               
           between JEPCO Development Co., LLC and LaCrosse 
           Footwear, Inc.
(10.18)    Manufacturing Certification Agreement, dated as               --
           of October 19, 1993, between W.L. Gore & 
           Associates, Inc. and Danner Shoe Manufacturing
           Co.  [Incorporated by reference to Exhibit 
           (10.23) to LaCrosse Footwear, Inc.'s Form S-1
           Registration Statement (Registration No. 33-75534)]
(10.19)    Trademark License, dated as of October 19, 1993,              --
           between W.L. Gore & Associates, Inc. and Danner
           Shoe Manufacturing Co.  [Incorporated by reference
           to Exhibit (10.24) to LaCrosse Footwear, Inc.'s 
           Form S-1 Registration Statement (Registration
           No. 33-75534)]
(10.20)    Registration Rights Agreement, dated as of March              --
           14, 1994, between LaCrosse Footwear, Inc., Danner
           Shoe Manufacturing Co. and the shareholders of
           Danner Shoe  Manufacturing Co. [Incorporated by
           reference to Exhibit (10.25) to LaCrosse
           Footwear, Inc.'s Form S-1 Registration
           Statement (Registration No. 33-75534)]
(10.21)    Guarantee Agreement, dated as of March 14, 1994,              --
           between LaCrosse Footwear, Inc. and Danner Shoe 
           Manufacturing Co. [Incorporated by reference to
           Exhibit (10.26) to LaCrosse Footwear, Inc.'s 
           Form S-1 Registration Statement (Registration No.
           33-75534)]
(10.22)    Form of Indemnification and Investment Agreement              --
           to be entered into between LaCrosse Footwear, Inc.
           and the shareholders of Danner Shoe Manufacturing 
           Co. [Incorporated by reference to Exhibit (10.27) 
           to LaCrosse Footwear, Inc.'s Form S-1 Registration
           Statement (Registration No. 33-75534)]


                                      -28-
<PAGE>
                                                                      Sequential
Exhibit                                                                  Page
Number                         Exhibit Description                      Number

(10.23)*   Employment Agreement, dated as of May 31, 1996,               --
           by and between Craig L. Leipold, Rainco, Inc. and
           LaCrosse Footwear, Inc.  [Incorporated by reference
           to Exhibit (10.22) to LaCrosse Footwear, Inc.'s 
           Annual Report on Form 10-K for the year ended
           December 31, 1997]
(10.24)*   Amendment Agreement, dated as of August 23, 1997,             --
           by and between LaCrosse Footwear, Inc., Rainfair, 
           Inc. (f/k/a Rainco, Inc.) and Craig L. Leipold 
           [Incorporated by reference to Exhibit (10.1) to
           LaCrosse Footwear, Inc.'s Quarterly Report on Form
           10-Q for the quarter ended September 27, 1997]
(13)       Portions of the 1998 Annual Report to Shareholders
           that are incorporated by reference herein
(21)       List of subsidiaries of LaCrosse Footwear, Inc.
(23)       Consent of McGladrey & Pullen, LLP
(27.1)     Financial Data Schedule (EDGAR version only)
(99)       Proxy Statement for the 1999 Annual Meeting                  --
           of Shareholders

           [The  Proxy   Statement   for  the  1999   Annual   Meeting  of
           Shareholders  will be filed with the  Securities  and  Exchange
           Commission  under  Regulation 14A within 120 days after the end
           of the Company's fiscal year. Except to the extent specifically
           incorporated  by  reference,  the Proxy  Statement for the 1999
           Annual Meeting of Shareholders  shall not be deemed to be filed
           with the  Securities  and Exchange  Commission  as part of this
           Annual Report on Form 10-K.]


------------
  *  A management contract or compensatory plan or arrangement.



                                      -29-