SECURITIES AND EXCHANGE
COMMISSIONWashington, D. C. 20549

FORM 10-K/AAmendment No. 1 to 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, 2000

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: 0-25508

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

|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|Minnesota                                                     |  | 41-1440870                          
|                                                              |  |                                     
|(State or other jurisdiction of incorporationor organization) |  | (I.R.S. Employer Identification No.)

8500 Normandale Lake Boulevard, Suite 1400
Bloomington, MN 55437
(Address of principal executive offices and zip code)

Registrants telephone number, including area code: (612) 893-0403

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

Securities registered pursuant to 12(g) of the Act: Common Stock, no par value
Series A Junior Participating Preferred Stock

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 the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: ( X )

As of March 22, 2001, 10,292,839 shares of Common Stock, no par value, were
outstanding. As of March 22, 2001, assuming as fair value the last sale price
of $2.75 per share on The Nasdaq Stock Market, the aggregate fair value of
shares held by non-affiliates was approximately $24,300,000.

Documents incorporated by reference:

None.



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The following items are amended to read as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to the terms of the Amended Articles of Incorporation, directors
are divided into three classes, with the term of one class expiring each year.
As the term of each class expires, the successors to the directors in that
class will be elected for a term of three years. The terms of Messrs. Prosser,
Hubers and Rothschild expire at the 2001 Annual Meeting of Shareholders, and
the terms of Messrs. Lehmann and Hegman expire at the 2002 Annual Meeting of
Shareholders. There are currently no directors in the class whose term expires
at the 2003 Annual Meeting of Shareholders. Vacancies on the Board of
Directors and newly created directorships can be filled by vote of a majority
of the directors then in office.

Information about directors filling unexpired terms is set forth below.
Unless otherwise indicated, each continuing director has been engaged in his
present occupation as set forth below, or has been an officer with the
organization indicated, for more than five years.

|                          |  |                                                                                                                                                                                                                                                                                                                                                                                |  |          |      |              |  |  |      |  |  | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | ---- | ------------ |  |  | ---- |  |  | 
|                          |  | Principal Occupation                                                                                                                                                                                                                                                                                                                                                           |  | Director |      | Year Current
|Name and Age              |  | and Other Directorships                                                                                                                                                                                                                                                                                                                                                        |  | Since    |      | Term Expires
|                          |  |                                                                                                                                                                                                                                                                                                                                                                                |  |          |      |             
|David C. Prosser (76)     |  | Director of the Company; Chairman   of the Board for RTW until March 2000;   President and Chief Executive Officer   of RTW from 1983 until
January 1998.                                                                                                                                                                                                                      |  |          | 1983 |              |  |  | 2001 | 
|                         
|                         
|                         
|                         
|David R. Hubers (58)      |  | Director of the Company; Former President   and Chief Executive Officer of American   Express Financial Advisors, Inc.; Director   of the
Investment Company Institute,   Carlson School of Management,   Chronimed, Lawson Software,   the Minnesota Business Partnership,   Fairview Hospitals and the United Way.                                                           |  |          | 1998 |              |  |  | 2001 | 
|                         
|                         
|                         
|                         
|Steven M. Rothschild (55) |  | Director of the Company, Founder, President   and Chief Executive Officer of Twin Cities   RISE!;  Director of three companies, the   College of
St. Benedict and the not-for-profit   Minnesota Public Radio;  Executive Fellow   at the University of St. Thomas School of   Business in Minneapolis, Minnesota;   former Executive Vice President of General
   Mills, Inc. |  |          | 1995 |              |  |  | 2001 | 
|                         
|                         
|                         
|                         
|Carl B. Lehmann (47)      |  | Chairman of the Board, President and Chief   Executive Officer of the Company since   January 15, 1998;  President of the Stored   Value Group, a
division of American Express   Travel Related Services, Inc. from 1993 to   1997, Member of the Board of Trustees for   Westminster College, Salt Lake City, Utah.                                                           |  |          | 1997 |              |  |  | 2002 | 
|                         
|                         
|                         
|                         
|Mark E. Hegman (59)       |  | Director of the Company;  Principal of   Peninsula Investments, Inc.;  Director of   various not-for-profit organizations   including the
Minneapolis Area Red Cross;   prior to 1995, owner and President of   Minnesota Store Equipment Co.                                                                                                                                  |  |          | 1995 |              |  |  | 2002 | 

Information with respect to Executive Officers of the Company was previously
included in PART I of the Report on Form 10-K.

2



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ITEM 11. EXECUTIVE COMPENSATION AND OTHER INFORMATION

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys directors and executive officers, and persons who own more than 10%
of a registered class of the Companys equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the
Company. These insiders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file, including Forms 3, 4 and 5. To the Companys knowledge during 2000, all
insiders of the Company filed all reports in a timely manner.

Summary of Cash and Certain Other Compensation

The following table shows, for the fiscal years ending December 31, 2000,
1999, and 1998, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued to those years, to Carl B. Lehmann, the
Companys current Chairman of the Board, President and Chief Executive Officer,
to David C. Prosser, who served as the Companys Chairman of the Board until
March 28, 2000, and each of four other most highly compensated executive
officers of the Company in office at the end of fiscal year 2000 whose total
cash compensation exceeded $100,000 during fiscal year 2000 (together with Mr.
Lehmann and Mr. Prosser, the Named Executive Officers) in all capacities in
which they served:

Summary Compensation Table

|                                 |                             |      |      |        |  |           |                     |             |            |                  |           |       |  |  |              |        |  |   |        |         | 
|-------------------------------- | --------------------------- | ---- | ---- | ------ |  | --------- | ------------------- | ----------- | ---------- | ---------------- | --------- | ----- |  |  | ------------ | ------ |  | - | ------ | ------- | 
|                                 |                             |      |      |        |  |           |                     |             |            |                  |           |       |  |  | Long term   
|                                 |                             |      |      |        |  |           |                     |             |            |                  |           |       |  |  | Compensation
|                                 |                             |      |      |        |  |           |                     |             |            |                  |           |       |  |  | Awards      
|                                 |                             |      |      |        |  |           |                     |             |            |                  |           |       |  |  |             
|                                 |                             |      |      |        |  |           | Annual Compensation |             | Securities
|                                 |                             |      |      |        |  |           |                     |             | Underlying |                  | All Other
|Name and Principal Position      |                             | Year |      | Salary |  | Bonus (1) |                     | Options (#) |            | Compensation (2)
|                                 |                             |      |      |        |  |           |                     |             |            |                 
|Carl B. Lehmann                  |                             |      | 2000 |        |  | $         | 416,000             |             |            | $                |          |       |  |  |             |        |  | $ | 8,441  |        
|                                
|                                
|                                
|                                
|Chairman of the Board, President |                             |      | 1999 |        |  |           | 416,000             |             |            |                  |          |       |  |  | 100,000      |        |  |   | 56,789 |        
|                                
|                                
|                                
|                                
|                                 | and Chief Executive Officer |      |      | 1998   |  |           |                     | 384,856     |            |                  |           |      |  |  |              | 42,855 |  |   |        | 136,844 | 
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|David C. Prosser                 |                             |      | 2000 |        |  |           | 275,000             |             |            |                  |          |       |  |  |             |        |  |   |       |        
|                                
|                                
|                                
|                                
|Former Chairman of the Board,    |                             |      | 1999 |        |  |           | 300,000             |             |            |                  | 94,678    |       |  |  |             |        |  |   |       |        
|                                
|                                
|                                
|                                
|                                 | Director                    |      |      | 1998   |  |           |                     | 520,032     |            |                  |           |      |  |  |              |       |  |   |        | 11,458  | 
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|Jeffrey B. Murphy                |                             |      | 2000 |        |  |           | 148,000             |             |            |                  | 4,252     |       |  |  | 40,000       |        |  |   | 2,284  |        
|                                
|                                
|                                
|                                
|Chief Financial Officer,         |                             |      | 1999 |        |  |           | 112,073             |             |            |                  | 6,255     |       |  |  | 2,500        |        |  |   | 1,844  |        
|                                
|                                
|                                
|                                
|                                 | Secretary and Treasurer     |      |      | 1998   |  |           |                     | 100,400     |            |                  |           | 2,249 |  |  |              | 11,513 |  |   |        | 1,506   | 
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|Anthony J. Rotondi               |                             |      | 2000 |        |  |           | 200,000             |             |            |                  | 5,702     |       |  |  |             |        |  |   | 2,400  |        
|                                
|                                
|                                
|                                
|Chief Operations Officer         |                             |      | 1999 |        |  |           | 200,000             |             |            |                  | 20,000    |       |  |  |             |        |  |   | 2,400  |        
|                                
|                                
|                                
|                                
|                                 |                             |      | 1998 |        |  |           | 24,080              |             |            |                  |          |       |  |  | 100,000      |        |  |   | 250    |        
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|David J. LeBlanc                 |                             |      | 2000 |        |  |           | 140,000             |             |            |                  | 3,992     |       |  |  | 15,000       |        |  |   | 2,160  |        
|                                
|                                
|                                
|                                
|Chief Underwriting Officer       |                             |      | 1999 |        |  |           | 122,084             |             |            |                  | 22,040    |       |  |  | 42,500       |        |  |   | 1,900  |        
|                                
|                                
|                                
|                                
|                                 |                             |      | 1998 |        |  |           | 92,652              |             |            |                  | 9,117     |       |  |  | 8,870        |        |  |   | 13,618 |        
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|                                
|Vina L. Marquart                 |                             |      | 2000 |        |  |           | 145,200             |             |            |                  | 4,106     |       |  |  | 2,000        |        |  |   | 2,222  |        
|                                
|                                
|                                
|                                
|Vice President Human Resources  |                             |      | 1999 |        |  |           | 145,200             |             |            |                  |          |       |  |  |             |        |  |   | 2,250  |        
|                                
|                                
|                                
|                                
|                                 |                             |      | 1998 |        |  |           | 144,000             |             |            |                  |          |       |  |  | 20,000       |        |  |   | 2,160  |        



---

|(1) |  | Bonuses for 2000 include $4,252, $5,702, $3,992 and $4,106 paid to Mr.
Murphy, Mr. Rotondi, Mr. Leblanc and Ms. Marquart, respectively, under the
Companys 2000 Gain Sharing Program.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Bonuses for 1999 include (i) $94,678 paid to Mr. Prosser in the form of a
service bonus, (ii) a guaranteed bonus of $20,000 paid to Mr. Rotondi, and
(iii) $6,255 and $22,040 paid to Mr. Murphy and Mr. LeBlanc, respectively,
under the Companys 1999 Gain Sharing Program.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Bonuses for 1998 include $2,249 and $9,117 paid to Mr. Murphy and Mr.
LeBlanc, respectively, under the Companys 1998 Gain Sharing Program.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------

|
|

|(2) |  | All other compensation for 2000 includes (i) officers life and
disability insurance of $6,041 paid for Mr. Lehmann, and (iii) matching
401(k) contributions of $2,400, $2,284, $2,400, $2,160 and $2,222 for Mr.
Lehmann, Mr. Murphy, Mr. Rotondi, Mr. LeBlanc and Ms. Marquart,
respectively.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All other compensation for 1999 includes (i) moving costs of $50,250 and
$12,228 paid on behalf of Mr. Lehmann and Mr. LeBlanc, respectively, (ii)
officers life and disability insurance of $4,139 paid for Mr. Lehmann, and
(iii) matching 401(k) contributions of $2,400, $1,844, $2,400, $1.900 and
$2,250 for Mr. Lehmann, Mr. Murphy, Mr. Rotondi, Mr. LeBlanc and Ms.
Marquart, respectively.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All other compensation for 1998 includes (i) moving costs of $76,710 paid to
Mr. Lehmann, (ii) consulting fees of $56,000 paid to Mr. Lehmann for his
work prior to his employment with the Company, (iii) officers life and
disability insurance of $4,134 paid for Mr. Lehmann, (iv) auto and
consulting costs of $11,458 paid for Mr. Prosser, and (v) matching 401(k)
contributions of $2,400, $1,506, $250, $1,390 and $2,160 for Mr. Lehmann,
Mr. Murphy, Mr. Rotondi, Mr. LeBlanc and Ms. Marquart, respectively.

3



---



Stock Options

The following table summarizes option grants under the Companys 1994
Stock Plan made during the fiscal year ended December 31, 2000 to the Named
Executive Officers:

Option Grants in 2000

|                   |  |                   |        |                            |  |            |      |            |  |    |       |     |  |  |         |                     |  |                            |         |  |  |   |         | 
|------------------ |  | ----------------- | ------ | -------------------------- |  | ---------- | ---- | ---------- |  | -- | ----- | --- |  |  | ------- | ------------------- |  | -------------------------- | ------- |  |  | - | ------- | 
|                   |  |                   |        |                            |  |            |      |            |  |    |       |     |  |  |         |                     |  | Potential Realizable Value
|                   |  | Individual Grants |        | at Assumed Annual Rates of
|                   |  |                   |        | Stock Price Appreciation  
|                   |  |                   |        |                            |  | % of Total |      |            |  |    |       |     |  |  |         | for Option Term (1)
|                   |  | Options           |        | Options                    |  | Exercise   |      | Expiration |  |   
|Name               |  | Granted           |        | Granted                    |  | Price      |      | Date       |  | 5% |       | 10%
|                   |  |                   |        |                            |  |            |      |            |  |    |       |    
|Carl B. Lehmann    |  |                   |       |                            |  |            |     |            |  | $  |      |     |  |  |        |                     |  | $                          |        |  |  | $ |        | 
|                  
|                  
|                  
|                  
|David C. Prosser   |  |                   |       |                            |  |            |     |            |  |    |      |     |  |  |        |                     |  |                            |        |  |  |   |        | 
|                  
|                  
|                  
|                  
|Jeffrey B. Murphy  |  |                   | 40,000 |                            |  |            | 25.7 | %          |  |    | 5.375 |     |  |  | 2/02/10 |                     |  |                            | 135,212 |  |  |   | 342,655 | 
|                  
|                  
|                  
|                  
|Anthony J. Rotondi |  |                   |       |                            |  |            |     |            |  |    |      |     |  |  |        |                     |  |                            |        |  |  |   |        | 
|                  
|                  
|                  
|                  
|David J. LeBlanc   |  |                   | 15,000 |                            |  |            | 9.6  | %          |  |    | 5.375 |     |  |  | 2/02/10 |                     |  |                            | 50,705  |  |  |   | 128,495 | 
|                  
|                  
|                  
|                  
|Vina L. Marquart   |  |                   | 2,000  |                            |  |            | 1.3  | %          |  |    | 5.375 |     |  |  | 2/02/10 |                     |  |                            | 6,761   |  |  |   | 17,133  | 



---

|(1) |  | Potential realized values shown above represent the potential gains based
upon annual compound price appreciation of 5% and 10% from the date of
grant through the full option term. The actual value realized, if any, on
stock option exercises will be dependent on overall market conditions and
the future performance of the Company and its common stock. There is no
assurance that the actual value realized will approximate the amounts
reflected in this table.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table summarizes option exercises during the fiscal year
ended December 31, 2000 by the Named Executive Officers, and the value of their
unexercised options at December 31, 2000:

Aggregated Option Exercises
and Option Values at December 31, 2000

|                            |  |              |   |          |  |             |   |               |  |                              |         |                          |  |  |        |  |   |                      |   |  |   |  |   | 
|--------------------------- |  | ------------ | - | -------- |  | ----------- | - | ------------- |  | ---------------------------- | ------- | ------------------------ |  |  | ------ |  | - | -------------------- | - |  | - |  | - | 
|                            |  |              |   |          |  |             |   |               |  |                              |         |                          |  |  |        |  |   | Value of Unexercised
|                            |  |              |   |          |  |             |   |               |  | Number of Unexercised        |         | In-the-Money Options    
|                            |  |              |   |          |  |             |   |               |  | Options at December 31, 1999 |         | at December 31, 1999 (1)
|                            |  | Shares       |   |          |  |             |   |               |  |                             
|                            |  | Acquired on  |   | Value    |  | Exercisable |   | Unexercisable |  | Exercisable                  |         | Unexercisable           
|Name and Principal Position |  | Exercise (#) |   | Realized |  | Shares      |   | Shares        |  | Shares                       |         | Shares                  
|                            |  |              |   |          |  |             |   |               |  |                              |         |                         
|Carl B. Lehmann             |  |              |  |          |  |             |  |               |  |                              | 519,049 |                          |  |  | 80,951 |  | $ |                      |  |  | $ |  |  | 
|                           
|                           
|                           
|                           
|David C. Prosser            |  |              |  |          |  |             |  |               |  |                              |        |                          |  |  |       |  |   |                      |  |  |   |  |  | 
|                           
|                           
|                           
|                           
|Jeffrey B. Murphy           |  |              |  |          |  |             |  |               |  |                              | 12,162  |                          |  |  | 45,751 |  |   |                      |  |  |   |  |  | 
|                           
|                           
|                           
|                           
|Anthony J. Rotondi          |  |              |  |          |  |             |  |               |  |                              | 66,666  |                          |  |  | 33,334 |  |   |                      |  |  |   |  |  | 
|                           
|                           
|                           
|                           
|David J. LeBlanc            |  |              |  |          |  |             |  |               |  |                              | 22,036  |                          |  |  | 46,834 |  |   |                      |  |  |   |  |  | 
|                           
|                           
|                           
|                           
|Vina L. Marquart            |  |              |  |          |  |             |  |               |  |                              | 19,482  |                          |  |  | 12,668 |  |   |                      |  |  |   |  |  | 



---

|(1) |  | Value of unexercised options is calculated by determining the difference
between the fair market value of the shares underlying the options at
December 31, 2000 and the exercise price of the options. Fair market
value was determined based on a per share price of $4.1875, which is the
closing price for the Companys common stock on December 31, 2000, the
last trading day in the Companys fiscal year.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

Non-employee directors received $1,000 for each board meeting and $500 for
each committee meeting attended in 2000 and retainer fees of $12,500 in 2000.
In July 1998, non-employee directors, Messrs. Hegman, Hubers and Rothschild,
were each granted options to purchase 10,000 shares of Common Stock under the
1994 Stock Plan, exercisable at $7.625, the closing price on the date of grant,
vesting in equal increments over a period of three years and expiring in July
2008. Directors who are employees of the Company receive no additional
compensation for serving as directors. Non-employee directors will receive
$25,000 in retainer fees for attendance at 67% of board and committee meetings
in 2001 and will receive an option grant for 5,000 shares after the 2001 Annual
Meeting of Shareholders.

Employment Agreements

The Company entered into a three-year Employment Agreement (the
Agreement) with Mr. Lehmann in November 1997. Under the Agreement, Mr.
Lehmann agreed to serve as President and Chief Executive Officer beginning
January 15, 1998 for a base salary of $400,000, subject to review annually for
increase by the Companys

4



---



Board of Directors. In addition to base salary, Mr. Lehmann is eligible
for bonuses, receives fringe benefits including a $1,000,000 term life
insurance policy and an additional payment sufficient to reimburse him for a
long-term disability policy paying monthly benefits of $5,000. The Company
also provides Mr. Lehmann with health, dental, life and disability insurance
consistent with that provided other officers. Under this agreement, RTW agreed
to indemnify Mr. Lehmann with respect to his actions on behalf of and while in
the course of employment with RTW. In October 2000, the Company entered into a
supplemental agreement with Mr. Lehmann under which he agreed to continue to
serve in his current capacities until June 30, 2001 and the Company agreed to
pay him stay bonuses of $200,000 on January 15, 2001 and $100,000 on June 30,
2001. Under the letter agreement, Mr. Lehmann agreed to serve as a director
and to provide the Company with consulting services for one year following the
expiration of his employment as President and Chief Executive Officer.

ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table includes information as of April 1, 2001 concerning
the beneficial ownership of common stock of the Company by (i) the only
shareholders known to the Company to hold more than five percent of the common
stock of the Company, (ii) each Named Executive Officer (as defined above under
Executive Compensation), (iii) each director of the Company, and (iv) all
executive officers and directors of the Company as a group. Unless otherwise
indicated, all beneficial owners have sole voting and investment power over the
shares held.

|                                                             |                                                              |       |           |            |        |            |             |       |  |       |         |  |            |  |           |  |  |  |      |   | 
|------------------------------------------------------------ | ------------------------------------------------------------ | ----- | --------- | ---------- | ------ | ---------- | ----------- | ----- |  | ----- | ------- |  | ---------- |  | --------- |  |  |  | ---- | - | 
|                                                             |                                                              |       |           |            |        |            | Acquirable 
|                                                             |                                                              |       | Common    |            | within |            | Shares held |       |  |       |         |  | Percentage
|Name                                                         |                                                              | Stock |           | 60 days(1) |        | by ESOP(2) |             | Total |  | Owned
|                                                             |                                                              |       |           |            |        |            |             |       |  |      
|                                                            
|                                                            
|                                                            
|                                                            
|David C. Prosser                                             |                                                              |       | 1,665,666 | (3)        |        |            |            |       |  |       |        |  |            |  | 1,665,666 |  |  |  | 16.2 | %
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | 20645 Radisson Road
    Shorewood, MN 55331                  |      
|                                                            
|                                                            
|                                                            
|                                                            
|The Kaufmann Fund, Inc.                                      |                                                              |       | 1,231,200 | (4)        |        |            |            |       |  |       |        |  |            |  | 1,231,200 |  |  |  | 12.0 | %
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | 140 East 45th Street, 43rd Floor
    New York, NY 10017     
|                                                            
|                                                            
|                                                            
|                                                            
|Resource Trust Company                                       |                                                              |       | 665,261   | (5)        |        |            |            |       |  |       |        |  |            |  | 665,261   |  |  |  | 6.5  | %
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | 900 Second Avenue South, Suite 300
    Bloomington, MN 55402
|                                                            
|                                                            
|                                                            
|                                                            
|Dimensional Fund Advisors                                    |                                                              |       | 632,500   | (6)        |        |            |            |       |  |       |        |  |            |  | 632,500   |  |  |  | 6.1  | %
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | 1299 Ocean Avenue, 11th Floor
    Santa Monica, CA 90401    
|                                                            
|                                                            
|                                                            
|                                                            
|Wasatch Advisors, Inc.                                       |                                                              |       | 606,728   | (7)        |        |            |            |       |  |       |        |  |            |  | 606,728   |  |  |  | 5.9  | %
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | 150 Social Hall Avenue, Suite 400                           
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Salt Lake City, UT 84111                                    
|                                                            
|                                                            
|                                                            
|                                                            
|Pamela Prosser Snyder                                        |                                                              |       | 834,537   | (8)        |        |            |            |       |  |       |        |  |            |  | 834,537   |  |  |  | 8.1  | %
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | 10515 South Shore Drive
    Plymouth, MN 55441              
|                                                            
|                                                            
|                                                            
|                                                            
|John W. Prosser                                              |                                                              |       | 614,050   | (9)        |        |            |            |       |  |       |        |  |            |  | 614,050   |  |  |  | 6.0  | %
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | 6358 Oxbow Bend
    Chanhassen, MN 55317                    
|                                                            
|                                                            
|                                                            
|                                                            
|Carl B. Lehmann                                              |                                                              |       | 68,679    |            |        |            | 566.667     |       |  |       | 99      |  |            |  | 635,445   |  |  |  | 5.9  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Vina L. Marquart                                             |                                                              |       | 118,325   |            |        |            | 28.817      |       |  |       | 103,156 |  |            |  | 250,298   |  |  |  | 2.4  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Jeffrey B. Murphy                                            |                                                              |       | 6,313     |            |        |            | 30,413      |       |  |       | 103,156 |  |            |  | 139,882   |  |  |  | 1.4  | %
|                                                            
|                                                            
|                                                            
|                                                            
|Anthony J. Rotondi                                           |                                                              |       | 2,000     |            |        |            | 66,666      |       |  |       | 48      |  |            |  | 68,714    |  |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Steven M. Rothschild                                         |                                                              |       | 52,500    |            |        |            | 14,166      |       |  |       |        |  |            |  | 66,666    |  |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Mark E. Hegman                                               |                                                              |       | 26,500    |            |        |            | 14,166      |       |  |       |        |  |            |  | 40,666    |  |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|David J. LeBlanc                                             |                                                              |       | 6,639     |            |        |            | 28,639      |       |  |       | 75      |  |            |  | 35,083    |  |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|Debora S. Allen                                              |                                                              |       |           |            |        |            | 17,356      |       |  |       | 72      |  |            |  | 17,428    |  |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|David R. Hubers                                              |                                                              |       |          |            |        |            | 6,666       |       |  |       |        |  |            |  | 6,666     |  |  |  | *    |  
|                                                            
|                                                            
|                                                            
|                                                            
|All Executive Officers and
Directors as a Group (10 persons) |                                                              |       | 1,423,727 | (3)        |        |            | 773,286     |       |  |       | 103,156 |  |            |  | 2,823,064 |  |  |  | 19.9 | %



---

|* |  | Indicates ownership of less than one percent.
|- |  | ---------------------------------------------

5



---



|(1) |  | Includes options to purchase shares that are or will become exercisable
within 60 days of April 1, 2001.                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Includes 103,156 shares held by the RTW, Inc. Employee Stock Ownership
Plan for which certain executive officers act as trustees. The trustees
disclaim any beneficial ownership except for the shares allocated to their
accounts.                                                                                                                                                                                                                                                                   
|   
|   
|   
|   
|(3) |  | Includes 51,940 shares owned by the David C. and Margaret F. Prosser
Foundation of which Mr. Prosser is President and for which he serves as
trustee and 269,763 shares held jointly by Mr. Prosser with his wife.
Also includes 31,697 shares held in by the David C. Prosser 1995 Unitrust,
89,900 shares held by the David C. Prosser 1996 Unitrust, and 349,358
shares held by the David C. Prosser 1997 Unitrust. Mr. Prossers daughter
is the trustee of each of the above-mentioned Unitrusts.
|   
|   
|   
|   
|(4) |  | Based on a Schedule 13G dated January 9, 2001 filed with the Securities
and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|   
|   
|   
|(5) |  | Based on a Schedule 13G dated February 13, 2001 filed with the Securities
and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|   
|   
|   
|(6) |  | Based on a Schedule 13G dated February 2, 2001 filed with the Securities
and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|   
|   
|(7) |  | Based on a Schedule 13G dated February 14, 2001 filed with the Securities
and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|   
|   
|   
|(8) |  | Includes (i) 22,228 shares held in trust for Thomas C. Prossers four
children, (ii) 113,826 shares held by the Pamela Prosser Snyder
Irrevocable Trust, (iii) 31,697 shares held in by the David C. Prosser
1995 Unitrust, 89,900 shares held by the David C. Prosser 1996 Unitrust,
and 349,358 shares held by the David C. Prosser 1997 Unitrust for which
Ms. Snyder is the trustee.                                                                                                              
|   
|   
|   
|   
|(9) |  | Includes (i) 63,450 shares owned by Polly Jane Wolner Childrens Trust
and (ii) 11,550 shares owned by Polly J. Wolner 1994 Irrevocable Trust for
which John W. Prosser acts as trustee. John W. Prosser disclaims any
beneficial ownership for shares held by these trusts.                                                                                                                                                                                                                          

ITEM 13. CERTAIN TRANSACTIONS

On March 28, 2000, the Company repurchased 1,418,570 shares from a group
consisting of David C. Prosser, RTWs founder and a director, certain members
of his family, and J. Alexander Fjelstad, a former director and former
executive of RTW (together, the Prosser Selling Group). The Company paid
$5.19 per share, as well as legal and other costs, totaling approximately $7.7
million to repurchase the shares. After completing the transaction, the
combined ownership of Mr. Prosser, members of his family and Mr. Fjelstad was
reduced from approximately 52% to 46%.

In connection with the repurchase, Mr. Prosser retired from the Company,
resigned as Chairman and was paid $225,000 as a termination benefit. He is
expected to remain as a member of our Board of Directors. Additionally, at
closing, each member of the Prosser Selling Group entered into a two year
standstill and voting agreement under which each agreed, among other things,
not to acquire additional securities of RTW and not to initiate or support
certain initiatives designed to effect fundamental changes in RTW policy or
structure.

6



---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) or the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment No. 1 to
the Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |  |                |  |                                                 | 
|----- |  | -------------- |  | ----------------------------------------------- | 
|      |  |                |  | RTW, INC.                                       | 
|     
|Date: |  | April 27, 2001 |  | By /s/ Carl B. Lehmann                          | 
|      |  |                |  |                                                 | 
|      |  |                |  | Carl B. Lehmann                                 | 
|     
|     
|     
|     
|      |  |                |  | President, Chief Executive Officer and Director | 
|     
|     
|     
|     
|      |  |                |  | (Principal Executive Officer)                   | 

7