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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                FORM 10-K/A-1

FOR  THE ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
                 FOR THE FISCAL YEAR ENDED JANUARY 3, 1998 OR

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

                 FOR THE TRANSITION PERIOD FROM           TO
                        COMMISSION FILE NUMBER 1-13474

                             FLORSHEIM GROUP INC.
            (Exact name of registrant as specified in its charter)


                        DELAWARE                           36-3520923
              (State or  other jurisdiction of             (I.R.S. Employer
              incorporation or organization)               Identification No.)


      200 NORTH LASALLE STREET, CHICAGO, ILLINOIS          60601-1014
        (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code (312)458-2500

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


                                                     NAME OF EACH EXCHANGE ON
               TITLE OF EACH CLASS                        WHICH REGISTERED
             -----------------------                 ------------------------

         12 3/4% Senior Notes due 2002               New York Stock Exchange


         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                       COMMON STOCK, WITHOUT PAR VALUE
                               (Title of Class)

     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, 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. [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 6, 1998, was approximately $24,765,688 based on the
closing price of the registrant's common stock as reported on The NASDAQ Stock
Market on March 6, 1998.

            APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes   [ ]       No  [ ]

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

                     8,412,901 shares as of March 6, 1998

                     DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the Annual Meeting
of Stockholders to be held on May 20, 1998, are incorporated by reference into
Part III of this report.
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Item 10. Directors and Executive Officers of the Registrant

     The section entitled "Election of Directors-Nominees" and "Section 16(g)
Beneficial Ownership Reporting Compliance" in the Company's definitive Proxy
Statement for the Annual Meeting of Stockholders on May 20, 1998 is
incorporated herein by reference.

     The names, ages, and positions of the Executive Officers of the Company 
are:


<TABLE>
<CAPTION>
NAME                      AGE              POSITION
----                      ---              --------
<S>                       <C>            <C>
Charles J. Campbell       53             Chairman of the Board of Directors,
                                         President and Chief Executive Officer

Richard J. Anglin         42             Vice President, Chief Financial Officer

Thomas W. Joseph          47             Vice President, President, International Division
                                                                                                         
L. David Sanguinetti      54             Executive Vice President, Chief Operating Officer and 
                                         President, Retail Division                                                 

Gregory J. Van Gasse      47             Senior Vice President, Marketing/Sales
</TABLE>

     MR. CAMPBELL was elected Chairman of the Board of Directors and was
appointed to the Executive Committee of the Board of Directors in September
1995, and was elected to the additional office of President and Chief Executive
Officer in October 1995.  From August 1993 to February 1995,  Mr. Campbell was
chairman, president and chief executive officer of Crystal Brands Inc., a
multi-division apparel company.  Mr. Campbell was hired by Crystal Brands Inc.
to turn around what was then an already troubled company.  As part of this
process, in January 1994, Crystal Brands Inc. filed a petition for relief under
Chapter 11 of the Federal Bankruptcy Code. From 1989 to August 1993, Mr.
Campbell was president and chief executive officer of Munsingwear Inc., a
manufacturer and marketer of branded men's sportswear.

     MR. ANGLIN was elected Vice President, Chief Financial Officer in December
1997. From August 1996 to November 1997, Mr. Anglin served as Vice President of
Store Operations at Service Merchandise where he was responsible for  the
operations of 400 stores.  From 1990 through July 1996, Mr. Anglin was Vice
President of Operations and Chief Financial Officer for Mark Shale, a specialty
retailer of men's and women's clothing.  In November 1995, Mark Shale filed a
petition for relief under Chapter 11 of the Federal Bankruptcy Code.  Mr.
Anglin has also held various financial positions with Marshall Fields
department stores and was a member of the tax department of Arthur Andersen &
Company.

     MR. JOSEPH was elected Vice President, President, International Division
in January 1996 and served as Vice President-Retail Shops Division (Florsheim
Shoe Shops and Florsheim Thayer McNeil stores - 1991 to April 1996).  Mr.
Joseph was previously Vice President, Marketing of Florsheim Australia Limited
(1988-1991) and Vice President, Florsheim Thayer McNeil Stores (1986-1988).
Prior to that time, Mr. Joseph also held the positions of General Manager,
International Retail Stores (Florsheim Shoe Shops), Regional Supervisor of
Retail Stores and Retail Stores Area Manager.

     MR. SANGUINETTI  was appointed  Executive Vice President, Chief Operating
Officer in February 1997 and elected President, Retail Division in April 1996.
From August 1995 through April 1996, Mr. Sanguinetti served as President and
Chief Operating Officer for Chernin's Shoes, a retail family shoe company. From
August 1994 to July 1995, Mr. Sanguinetti served as President of Crystal Brands
Inc., a multi-division apparel company.  From May 1987 to July 1994 he was
employed by Yonkers Department Store and previously held several senior officer
positions at other department stores in multi-store management and
merchandising.

     MR. VAN GASSE was appointed Senior Vice President, Marketing and Sales in
October 1997, and previously served as Director, New Products Division and Vice
President, Marketing since joining  the Company in June 1990. Previously Mr.
Van Gasse was employed by Chesebrough Ponds/Unilever as Director of Marketing
for cosmetics and personal care products (1986 to 1990) and performed in
various domestic and international marketing roles at Colgate Palmolive, also a
personal care company  (1974 to 1986).



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                                  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.


                                        FLORSHEIM GROUP INC.  
                                        --------------------  
                                            (Registrant)      
                                         

                                    By  /s/ Richard J. Anglin
                                        ---------------------------------------
                                        Richard J. Anglin
                                        Vice President, Chief Financial Officer

Date:  April 28, 1998