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, 1997

                       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 stock held by nonaffiliates of the
   registrant at February 27, 1998:
   $37,634,668.

   Number of shares of the registrant's common stock outstanding at
   February 27, 1998: 6,669,427 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the Annual Report to Shareholders for the year ended
   December 31, 1997 (incorporated by reference into Parts I, II and IV)

   Portions of the Proxy Statement for 1998 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, occupational
   and recreational 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, to a lesser extent,
   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 segments of
   the market.

             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.

   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.

   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 1997, the Company offered approximately 450
   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/ brand is marketed
   through a sales force comprised of 17 Company-employed sales people and
   four independent sales representative groups.  The LaCrosse sales force
   currently represents the DANNER/R/ brand in all but six territories, which
   are handled by two Danner sales people and independent sales
   representatives.  The RED BALL/R/ and LAKE OF THE WOODS/R/ brands are
   marketed jointly through independent sales representatives.  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.

             The Company's products are sold directly to more than 6,000
   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, Victoria, Virginia and Claremont, New
   Hampshire.  Liners are produced at the Company's Hillsboro, Wisconsin
   facility.  The Hillsboro facility also manufactures a line of waders with
   nylon uppers and rubber or vinyl boot bottoms, using a heat-sealing
   process.  Leather tops for the LACROSSE/R/ brand rubber bottom/leather top
   pac boots and some DANNER/R/ products are produced at the Company's
   Clintonville, Wisconsin facility.

             The Company manufactures a majority of its 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 Dominican
   Republic and 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'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 30% of
   all completed waterproof boots are filled with water for testing.  Leather
   is tested for lasting ability, tear strength, finish and thickness.

   Backlog

             At December 31, 1997, the Company had unfilled orders from its
   customers in the amount of approximately $14.2 million compared to $15.8
   million at December 31, 1996.  The decrease in backlog is primarily the
   result of the mild weather in December 1997 and the timing on certain
   rainwear orders.  All orders at December 31, 1997 are expected to be
   filled during 1998.  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 face 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 product line.  These competitors
   manufacture domestically and/or import 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.  The LAKE OF THE WOODS/R/ brand, because of its market position,
   sources product both domestically and from offshore.  Therefore, it
   competes with other distributors with products sourced from offshore
   locations.

   Employees

             As of December 31, 1997, the Company had approximately 1,520
   employees, all located in the United States.  Approximately 575 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 October 1998, approximately 150 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 1999 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 450 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/.  LaCrosse 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 WOODS/R/ and RAINFAIR/R/ names, the Company does not believe any
   trademark is material to its business.

             The Company pays 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
   expires 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

             As has traditionally been the case, the Company's sales in 1997
   were higher in the last two quarters of the year than in the first two
   quarters.  The Company expects this sales trend to continue.  Additional
   information about the seasonality of the Company's business is contained
   under "Management's Discussion and Analysis of Financial Condition and
   Results of Operations-Overview" on page 9 of the Company's 1997 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 1997.

   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
   1998, any material impact on the capital expenditures, earnings or
   competitive position of the Company.

   Executive Officers of the Registrant

             The following table sets forth certain information, as of
   March 15, 1998, regarding the executive officers of the Company.

    Name                     Age       Position

    George W. Schneider       75  Chairman of the Board and Director

    Frank J. Uhler, Jr.       67  Vice Chairman of the Board and Director

    Patrick K. Gantert        48  President, Chief Executive Officer and
                                  Director

    Eric E. Merk, Sr.         55  Vice President - Danner and Director

    Wayne L. Berger           51  Vice President - Purchasing

    Stephen F. Bonner         44  Vice President - Claremont Operations

    Kenneth F. Ducke          54  Treasurer and Assistant Secretary

    Joseph F. Fahey           43  Vice President - Retail Sales and
                                  Marketing

    D. Keith Fell             46  Vice President - Operations

    Peter V. Fiorini          60  Vice President - Industrial Sales

    David F. Flaschberger     39  Vice President - Human Resources

    David R. Llewellyn        60  Vice President - Marketing and Business
                                  Development

    Robert G. Rinehart, Jr.   45  Vice President - Product Development

    Joseph P. Schneider       38  Vice President of the Company and
                                  President and Chief Operating Officer
                                  of Danner

    Robert J. Sullivan        51  Vice President - Finance and
                                  Administration and Chief Financial
                                  Officer

    John A. Tadewald          59  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.
   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.

             Eric E. Merk, Sr. has served as Vice President - Danner and as a
   director of the Company since the March 1994 completion of the Danner
   acquisition.  On January 2, 1998, Mr. Merk was elected Vice Chairman of
   the Board and Chief Executive Officer of Danner.  Prior to joining the
   Company, Mr. Merk was a significant shareholder and President of Danner
   since purchasing Danner in 1983.

             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.

             D. Keith Fell has served as Vice President - Operations since he
   joined the Company in March 1996.  From May 1994 until August 1995, Mr.
   Fell was Vice President of Manufacturing for Traco, Inc., a manufacturer
   of commercial windows and doors, from October 1993 until May 1994, he was
   Vice President of Manufacturing for Hedstrom Corporation, a manufacturer
   of outdoor play equipment, and from September 1990 until October 1993, Mr.
   Fell was Director of Manufacturing for Hedstrom.

             Peter V. Fiorini has served as Vice President - Industrial Sales
   since he joined the Company in July 1991.  From 1975 until joining the
   Company, Mr. Fiorini was general manager of the Ranger Rubber Company
   division of Endicott Johnson Shoe Company, Inc.

             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.

             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 joined the Company in 1985 as a territory
   sales manager and in January 1990 was appointed as the National Accounts
   Manager.  From May 1991 until January 1993, Mr. Schneider served as the
   National Sales Manager and from January 1993 until June 1996 he was Vice
   President - Retail Sales.  In June 1996, Mr. Schneider was elected as a
   Vice President of the Company and as Executive Vice President and Chief
   Operating Officer of Danner, and on January 2, 1998, he was elected
   President and Chief Operating Officer of Danner.

             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, 1997, relating to the Company's principal facilities.

                              Properties

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

    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

    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

    Victoria, VA      Leased(9)       38,000     Manufacture leather
                                                 footwear
   _________________________
   (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.

   (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 2004, but the Company
        has the option to extend the term for up to an additional ten years.
        The lease includes approximately one acre of adjacent vacant property
        that could be used for expansion.  Eric E. Merk, Sr., a director,
        executive officer and shareholder of the Company, is affiliated with
        the lessor of this facility.

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

   (7)  The lease for this facility expires in 1998.

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

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

             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 some
   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 is not currently in a position to predict the outcome of the USCFC
   litigation.  The Company received a favorable preliminary decision, dated
   April 25, 1997, from the USCFC.  However, a decision by the U.S. Federal
   Circuit Court of Appeals in another case (Kohler Co. vs. 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.

   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, 1997.

                                     PART II

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

             The portions of page 24 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 1997 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 8 of the
   Company's 1997 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 9 through 12 in the Company's
   1997 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

             Not applicable.

   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, 1997, and the related consolidated balance sheets of the
   Company as of December 31, 1997 and 1996, 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,
   1997, all set forth on pages 13 through 24 of the Company's 1997 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.

                                    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 1998
   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 9 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 Directors-Director Compensation" and "Executive
   Compensation" in the Proxy Statement and is hereby incorporated herein by
   reference; provided, however, that the subsection entitled "Executive
   Compensation-Report 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 Compensation-Compensation
   Committee Interlocks and Insider Participation" in the Proxy Statement and
   is hereby incorporated herein by reference.

                                     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, 1997.

   <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 27th day of March, 1998.


                                 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 27, 1998
    George W. Schneider         Director

     /s/ Patrick K. Gantert     President, Chief Executive    March 27, 1998
    Patrick K. Gantert          Officer and Director
                                (Principal Executive
                                Officer)

     /s/ Robert J. Sullivan     Vice President-Finance and    March 27, 1998
    Robert J. Sullivan          Administration and Chief
                                Financial Officer (Principal
                                Financial and Accounting
                                Officer)

     /s/ Frank J. Uhler, Jr.    Vice Chairman of the Board    March 27, 1998
    Frank J. Uhler, Jr.         and Director

     /s/ Eric E. Merk, Sr.      Vice President-Danner and     March 27, 1998
    Eric E. Merk, Sr.           Director

     /s/ Craig L. Leipold                 Director            March 27, 1998
    Craig L. Leipold

     /s/ Richard A. Rosenthal             Director            March 27, 1998
    Richard A. Rosenthal

     /s/ Luke E. Sims                     Director            March 27, 1998
    Luke E. Sims

    John D. Whitcombe                     Director

   <PAGE>
                   INDEX TO FINANCIAL STATEMENTS AND FINANCIAL
                               STATEMENT SCHEDULE

                                                             Page
                                                              Annual Report
                                                  Form 10-K  to Shareholders
    Consolidated Balance Sheets at December 31,
    1997 and 1996                                     -             13

    Consolidated Statements of Income for each
    of the three years in the period ended
    December 31, 1997                                 -             14

    Consolidated Statements of Shareholders'
    Equity for each of the three years in the
    period ended December 31, 1997                    -             15

    Consolidated Statements of Cash Flows for
    each of the three years in the period ended
    December 31, 1997                                 -             16

    Notes to Consolidated Financial Statements        -           17-23

    Independent Auditor's Report                      -             23

    Independent Auditor's Report on Financial
    Statement Schedule                               21             -

    Financial Statement Schedule:

         II   -    Valuation and Qualifying
                   Accounts                         22-23           -

   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.

   <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 6, 1998

   <PAGE>

   <TABLE>
                    LACROSSE FOOTWEAR, INC. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
   <CAPTION>
                                                                                 Additions
                                                     Balance at                                                       Balance
                                                     Beginning    Charged To Costs     Charged To                      at End
                     Description                     of Period      and Expenses     Other Accounts    Deductions    of Period
    <S>                                          <C>                <C>              <C>            <C>             <C>
    Year ended December 31, 1995:
       Accounts receivable allowances:
          Allowance for returns                  $    239,000       $    762,470     $       --     $   721,470     $  280,000
          Allowance for cash discounts                112,000            644,486             --         642,486        114,000
          Allowance for doubtful accounts             337,000            168,068             --         123,368        381,700
          Allowance for uncollectible interest         30,374             85,729             --          78,543         37,560
                                                 ------------       ------------     ----------     -----------     ----------
                Total                            $    718,374       $  1,660,753     $       --     $ 1,565,867     $  813,260
                                                 ============       ============     ==========     ===========     ==========
       Inventory allowances:
          Allowance for obsolescence             $    400,000       $    718,224     $       --     $   304,796     $  813,428
                                                 ============       ============     ==========     ===========     ==========
       Warranty allowance:
          Allowance for warranties               $    787,000       $    856,706     $       --     $   803,706     $  840,000
                                                 ============       ============     ==========     ===========     ==========
    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
                                                 ============       ============     ==========     ===========     ==========
    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
                                                 ============       ============     ==========     ===========     ==========

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

   </TABLE>

   <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)]

    (9.2)     Amendment No. 9 to Voting Trust Agreement, dated
              June 30, 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)]

    (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

    (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 October 2, 1995, between         --
              Local No. 14, United Steel Workers of America
              (AFL-CIO-CLC) and LaCrosse Footwear, Inc.
              [Incorporated by reference to Exhibit (10.20) to
              LaCrosse Footwear, Inc.'s Annual Report on Form
              10-K for the year ended December 31, 1995]

    (10.16)   Lease, dated as of March 14, 1994, between Jepco        --
              Development Company 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)   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)]

    (10.18)   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)]

    (10.19)   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)]

    (10.20)   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)]

    (10.21)   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)]

    (10.22)*  Employment Agreement, dated as of May 31, 1996,
              by and between Craig L. Leipold, Rainco, Inc. and
              LaCrosse Footwear, Inc.

    (10.23)*  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 1997 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 - 1997 (EDGAR version only)

    (27.2)**  Restated Financial Data Schedules for fiscal year       --
              ended December 31, 1996 and each quarterly period
              in 1996 and 1997

    (99)      Proxy Statement for the 1998 Annual Meeting of          --
              Shareholders

              [The Proxy Statement for the 1998 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 1998 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.

        **  Not applicable -- no amounts reported in these previously
   filed Financial Data Schedules change as a result of adoption of
   Statement of Financial Accounting Standards No. 128.