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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                _______________

                                   FORM 10-Q

(Mark one)
    X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934.
          For the Quarter Ended May 1, 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 1-9769

                               LANDS' END, INC.
            (Exact name of registrant as specified in its charter)

DELAWARE                                      36-2512786
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)                Identification No.)

Lands' End Lane, Dodgeville, WI               53595
(Address of principal executive               (Zip code)
offices)

Registrant's telephone number,                608-935-9341
including area code

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 the number of shares outstanding of each of the issuer's classes of
common stock as of June 12, 1998:

Common stock, $.01 par value 30,347,550 shares outstanding









                        LANDS' END, INC. & SUBSIDIARIES
                              INDEX TO FORM 10-Q


                                                                    Page
PART I.  FINANCIAL INFORMATION                                     Number
                                                                       
   Item 1.  Financial Statements

            Consolidated Statements of Operations for the
               Three Months Ended May 1, 1998, and
               May 2, 1997.......................................     3
            
            Consolidated Balance Sheets at May 1, 1998,
               January 30, 1998, and May 2, 1997.................     4

            Consolidated Statements of Cash Flows for the
               Three Months Ended May 1, 1998, and
               May 2, 1997.......................................     5

            Notes to Consolidated Financial Statements...........   6-7

   Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations........................................   8-9

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings....................................    10
   
   Item 4.  Submission of Matters to a Vote of 
               Security Holders..................................    10

   Item 6.  Exhibits and Reports on Form 8-K.....................    10

   Signature.....................................................    11









 





   

                                   2

                        PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements


                        LANDS' END, INC. & SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)
                      
                                          Three months ended                   
                                          May 1,       May 2,                  
                                           1998         1997                   
                                              (Unaudited)    
                                                                               
                                                     
Net sales                                $268,587    $244,720

  Cost of sales                           143,847     131,988   

Gross profit                              124,740     112,732   

  Selling, general and  
    administrative expenses               116,283     102,165 

Income from operations                      8,457      10,567                  

  Other income (expense):
    Interest expense                       (1,006)       (142)
    Interest income                             1         956
    Gain on sale of subsidiary                  -       7,805 
    Other                                     814        (342)
   
    Total other income    
      (expense), net                         (191)      8,277 

Income before income taxes                  8,266      18,844 
  Income tax provision                      3,058       7,538 

Net income                               $  5,208    $ 11,306 

Basic earnings per share                 $   0.17    $   0.35 

Diluted earnings per share               $   0.17    $   0.35

Basic weighted average shares 
  outstanding                              30,950      32,391
Diluted weighted average shares
  outstanding                              31,346      32,617

The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements. 







                                   3  


                        LANDS' END, INC. & SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (In thousands)
                                         May 1,     Jan. 30,       May 2,
                                          1998        1998         1997  
                                       (unaudited)  (audited)   (unaudited)
Assets                                                                     
Current assets:
  Cash and cash equivalents             $  5,485    $  6,338     $ 56,906      
  Receivables                             18,583      15,443       12,536
  Inventory                              265,958     241,154      157,970      
  Prepaid advertising                     21,599      18,513       13,276
  Other prepaid expenses                   5,349       5,085        5,016
  Deferred income tax benefits            12,613      12,613       11,522 
Total current assets                     329,587     299,146      257,226

Property, plant and equipment, at cost:
  Land and buildings                      81,590      81,781       71,726
  Fixtures and equipment                 121,243     118,190      100,376
  Leasehold improvements                   5,541       5,443        5,068
  Construction in progress                20,099      12,222        4,717
Total property, plant and equipment      228,473     217,636      181,887
  Less-accumulated depreciation 
    and amortization                      88,639      84,227       75,915
Property, plant and equipment, net       139,834     133,409      105,972
Intangibles, net                             938         917          930  
Total assets                            $470,359    $433,472     $364,128

Liabilities and shareholders' investment
Current liabilities:
  Lines of credit                       $110,229    $ 32,437     $ 18,715
  Accounts payable                        66,890      83,743       68,364
  Reserve for returns                      4,872       6,128        4,332      
  Accrued liabilities                     26,152      34,942       23,384      
  Accrued profit sharing                     263       4,286          507      
  Income taxes payable                     4,794      20,477       10,012
Total current liabilities                213,200     182,013      125,314
                
Deferred income taxes                      8,747       8,747        8,814

Shareholders' investment:
  Common stock, 40,221 shares issued         402         402          402
  Donated capital                          8,400       8,400        8,400
  Additional paid-in capital              26,661      26,457       26,274
  Deferred compensation                     (979)     (1,047)      (1,300)
  Currency translation adjustments           747         875          709
  Retained earnings                      380,419     375,211      322,367
  Treasury stock, 9,259, 9,281 and 
    7,948 shares at cost, respectively  (167,238)   (167,586)    (126,852) 
Total shareholders' investment           248,412     242,712      230,000
Total liabilities and shareholders' 
  investment                            $470,359    $433,472     $364,128

The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
                          


                                   4 


                        LANDS' END, INC. & SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                                     Three Months Ended  
                                                      May 1,      May 2,       
                                                       1998       1997      
                                                         (unaudited)           
                                                       
Cash flows from (used for) operating activities:
  Net income                                         $  5,208   $ 11,306       
    Adjustments to reconcile net income to net
    cash flows from operating activities-                            
       Depreciation and amortization                    4,457      4,048       
       Deferred compensation expense                       68         70 
       Pre-tax gain on sale of subsidiary                   -     (7,805)
       Loss on disposal of fixed assets                     -        558 
       Changes in current assets and liabilities
       excluding the effects of acquisitions 
       and divestitures:
         Receivables                                   (3,140)    (4,112)      
         Inventory                                    (24,804)   (21,361)      
         Prepaid advertising                           (3,086)    (2,210)      
         Other prepaid expenses                          (264)    (1,297)
         Accounts payable                             (16,853)    (3,763)      
         Reserve for returns                           (1,256)      (852)      
         Accrued liabilities                           (8,965)    (3,485)      
         Accrued profit sharing                        (4,023)    (2,430)      
         Income taxes payable                         (15,683)   (11,512)      
       Other                                               76       (285)
Net cash flows used for operating activities          (68,265)   (43,130)      

Cash flows from (used for) investing activities:
  Cash paid for capital additions                     (10,728)    (7,905)
  Proceeds from sale of subsidiary                          -     12,350
Net cash flows from (used for) investing activities   (10,728)     4,445       
       
Cash flows from (used for) financing activities:
  Proceeds from short-term debt                        77,792      7,520
  Exercise of stock options                               348        102       
  Purchases of treasury stock                               -     (4,858)
Net cash flows from financing activities               78,140      2,764       
      
Net decrease in cash and cash equivalents                (853)   (35,921)      
Beginning cash and cash equivalents                     6,338     92,827       
     
Ending cash and cash equivalents                     $  5,485   $ 56,906       

Supplemental cash flow disclosures:
  Interest paid                                      $  1,006   $    142
  Income taxes paid                                    18,135     19,572

The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.          
 
  



                                   5 


                        LANDS' END, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Interim financial statements 

The condensed consolidated financial statements included herein have been
prepared by Lands' End, Inc. (the company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission, and in the
opinion of management contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position. 
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the company believes that the disclosures are adequate
to make the information presented not misleading.  The results of operations
for the interim periods disclosed within this report are not necessarily
indicative of future financial results.  These consolidated financial
statements are condensed and should be read in conjunction with the financial
statements and the notes thereto included in the company's latest Annual
Report on Form 10-K, which includes financial statements for the year ended
January 30, 1998.

2.  Reclassification

Certain financial statement amounts have been reclassified to be consistent
with the current presentation.

3.  Accounting standards

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use."  SOP 98-1 requires that entities
capitalize certain internal-use software costs once certain criteria are met. 
The provisions of SOP 98-1 are effective for fiscal years beginning after
December 15, 1998.  The company does not expect the adoption of SOP 98-1 will
have a material impact on the financial statements.

4.  Earnings per share

In accordance with SFAS No. 128, "Earnings Per Share", the following table
discloses the computation of the diluted earnings per share and the basic
earnings per share.  The common stock equivalents do not significantly dilute
earnings per share.
                                                 Three Months Ended     

  (In thousands, except per share data)     May 1, 1998      May 2, 1997

  Net income                                 $   5,208        $  11,306
  Average shares of common stock
    outstanding                                 30,950           32,391
  Incremental shares from assumed 
    exercise of stock options                      396              226
                                                31,346           32,617
  Diluted earnings per share                  $   0.17        $    0.35
  Basic earnings per share                    $   0.17        $    0.35  



                                   6


                        LANDS' END, INC. & SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

5.  Comprehensive income

In January 1998, the company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income."  This statement
establishes standards for the reporting and display of comprehensive income
and its components.  The following table presents the company's comprehensive
income (000's):

                                      Three Months Ended        

                                  May 1, 1998     May 2, 1997
Net income                         $   5,208       $  11,306
Change in cumulative 
  translation adjustments, net          (128)            331
    Total comprehensive income     $   5,080       $  11,637    







































                                   7


Item 2.                     Management's Discussion
                                 and Analysis
Results of Operations

                 Three Months Ended May 1, 1998, compared with
                        Three Months Ended May 2, 1997

The company's net sales in the first quarter of fiscal 1999 increased 9.8
percent to $268.6 million from $244.7 million in the same quarter last year. 
The increase in sales for the quarter just ended was primarily due to an
increase in the number of catalogs and pages mailed.  The growth in sales came
primarily from the company's specialty businesses.  Sales from the core
business, represented by the company's regular monthly and prospecting
catalogs, were flat.  Sales during the first two months of the quarter were
unexpectedly soft, and the majority of the sales gains were realized in the
last month of the quarter.  Net sales for last year's first quarter included
$5.1 million from The Territory Ahead, in which the company had a majority
interest at that time.  Excluding this amount from fiscal 1998's revenues, net
sales for the first quarter of fiscal 1999 increased 12.1 percent.  Sales for
the first six weeks of the second quarter were not as strong as that 12.1
percent increase.

Gross profit in the quarter just ended was $124.7 million, or 46.4 percent of
net sales, compared with $112.7 million, or 46.1 percent of net sales, in the
first quarter of the prior year.  The increase in gross profit margin was due
to higher initial margins.  This was partially offset by higher sales of
liquidated merchandise due to a shift in timing of the company's liquidation
mailer which pushed more lower margin sales into the first quarter than in the
prior year.  Liquidations of excess inventory were about 9 percent of net
sales in the quarter just ended, compared with about 7 percent in the prior
year.

For the first quarter this year, selling, general and administrative expenses
increased 14 percent to $116.3 million, compared with $102.2 million in the
similar quarter last year.  As a percentage of net sales, SG&A was 43.3
percent, compared with 41.7 percent in the same period last year.  The
increase in the SG&A ratio was mainly due to lower catalog productivity, or
sales per page.  An additional factor contributing to the increased SG&A ratio
was higher costs primarily associated with the company's Year 2000 efforts. 
During the quarter just ended, there was relatively lower profit sharing
costs, due to lower earnings for the period.

During the last half of the prior fiscal year, the company had increased
inventory to improve customer service.  First quarter ending inventory was
$266 million, up 68 percent from $158 million in the prior year.  The company
had about $110 million of short-term debt as of May 1, 1998, compared with $19
million at the same time last year.  Interest expense in the quarter just
ended was $1.0 million, compared with $1.0 million of interest income in the
prior year.  Higher inventory levels throughout the quarter contributed to
higher sales due to higher first-time order fulfillment.  Higher inventory
levels may result in increased liquidations at greater markdowns in future
periods.

Net income for the quarter just ended was $5.2 million, and diluted earnings
per share were $0.17.  Last year's first quarter earnings of $11.3 million, or
$0.35 per share, included an after-tax gain of $4.7 million, or $0.15 per
share, from the sale of the company's majority interest in The Territory
Ahead.  Excluding this non-recurring gain, net income for the prior year's
first quarter was $6.6 million or $0.20 per share.


                                   8

Seasonality of business

The company's business is highly seasonal.  Historically, a disproportionate
amount of the company's net sales and a majority of its profits have been
realized during the fourth quarter.  If the company's sales were materially
different from seasonal norms during the fourth quarter, the company's annual
operating results could be materially affected.  In addition, as the company
continues to refine its marketing efforts by experimenting with the timing of
its catalog mailings, quarter results may fluctuate.  Accordingly, results for
the individual quarters are not necessarily indicative of the results to be
expected for the entire year.

Liquidity and capital resources

To date, the bulk of the company's working capital needs have been met through
funds generated from operations and from short-term bank loans.  The company's
principal need for working capital has been to meet peak inventory
requirements associated with its seasonal sales pattern.  In addition, the
company's resources have been used to purchase treasury stock and make asset
additions.

The company will continue to explore investment opportunities arising from the
expansion of its international businesses and the development of new
businesses.  While this investment spending has had some negative short term
impact on earnings, it is not expected to have a material effect on liquidity.

At May 1, 1998, the company had unsecured domestic credit facilities totaling
$110 million, of which about $75 million had been used.  The company also
maintains foreign credit lines for use in foreign operations totaling the
equivalent of approximately $49 million as of May 1, 1998, of which $35
million was used.  The company has a separate $20 million bank facility, which
runs through May 31, 1999, available to fund treasury stock purchases and
capital expenditures, all of which was unused.

Since fiscal 1990, the company's board of directors has authorized the company
from time to time to purchase a total of 12.7 million shares of treasury
stock.  As of June 12, 1998, 10.9 million shares have been purchased, and
there is a balance of 1.8 million shares available to the company.  The
company did not purchase any treasury stock during the quarter ended May 1,
1998.

Capital expenditures for fiscal 1999 are currently planned to be about $55
million, of which about $11 million had been expended through May 1, 1998. 
Major projects to date as of May 1, 1998, include a new distribution and phone
center in Oakham, England, expansion of distribution facilities in Reedsburg,
Wisconsin, completion of office facilities in Dodgeville, Wisconsin, and new
computer hardware and software.  The company believes that its cash flow from
operations and borrowings under its current credit facilities will provide
adequate resources to meet its capital requirements, treasury stock purchases
and operational needs for the foreseeable future.    


  






                                   9

PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings
         There are no material legal proceedings presently pending, except for 
         routine litigation incidental to the business, to which Lands' End,   
         Inc., is a party or of which any of its property is the subject.

Items 2 and 3 are not applicable and have been omitted.

Item 4.  Submission of Matters to a Vote of Security Holders
         At the Annual Meeting of Shareholders held on May 13, 1998, pursuant  
         to the Notice of Annual Meeting of Shareholders and Proxy Statement   
         dated April 13, 1998, the voting results were as follows:

         (a)  Each of the three nominees (John N. Latter, Daniel Okrent and    
              Michael J. Smith) were elected to the Board of Directors.  John  
              N. Latter had holders of 28,611,007 shares voted FOR and         
              259,261 shares WITHHELD.  Daniel Okrent had holders of           
              28,624,899 shares voted FOR and 245,369 shares WITHHELD.         
              Michael J. Smith had holders of 28,598,131 shares voted FOR and  
              272,137 shares WITHHELD.

         (b)  The appointment of Arthur Andersen LLP as independent public     
              accountants for the company for the fiscal year ending January   
              29, 1999, was approved (28,731,786 shares voted FOR; 16,858      
              shares voted AGAINST; and 121,624 shares ABSTAINED).

Item 5.  is not applicable and has been omitted
         
Item 6.  Exhibits and Reports on Form 8-K
  
         (a)  Exhibits

              The following exhibit is filed as part of this report:

              Table                                         Exhibit
              Number   Description                          Number       
              
              (10)     Ninth Amendment to Loan Agreement
                       between the company and the American     
                       National Bank and Trust Company of
                       Chicago, dated May 31, 1998             1

         (b)  Reports on Form 8-K
              There were no reports filed on Form 8-K 
              during the three-month period ended 
              May 1, 1998.
              
              









                                     10

                                   SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, its duly authorized officer and chief financial officer.









                                             LANDS' END, INC.



Date:  June 12, 1998                By /s/ BRADLEY K. JOHNSON          
                                             Bradley K. Johnson
                                             Senior Vice President,   
                                             Chief Administrative Officer
                                             and Chief Financial Officer





























                        


                                   11      

                                                       Exhibit 10.1

NINTH AMENDMENT TO LOAN AGREEMENT

      THIS NINTH AMENDMENT ("Amendment") is entered into as of this 31st day
of May, 1998, by and between LANDS' END, INC., a Delaware corporation
("Borrower"), and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
("Bank").

      WHEREAS, Borrower executed in favor of Bank a Loan Agreement dated July
19, 1990, as amended from time to time, in exchange for Bank's agreement to
lend monies to Borrower (the "Loan Agreement"); and

      WHEREAS, the Bank and Borrower wish to extend the time within which
disbursement of the Term Loan may be made; and 

      WHEREAS, the parties hereto desire and have agreed to enter into this
Amendment in order to amend certain terms of the Loan Agreement; and

      NOW, THEREFORE, in consideration of the above recitals, the mutual
promises and agreements of the parties set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to amend the Loan Agreement as follows:

1.  Extension of Final Disbursement Date.  The Final Disbursement Date under   
    the Loan Agreement is hereby extended to May 31, 1999.

2.  This Amendment shall be incorporated into and made a part of the Loan      
    Agreement and all other related loan documents executed by Borrower.

3.  All terms and provisions of the Loan Agreement and all other related loan  
    documents between Borrower and Bank, except as expressly modified herein,  
    shall continue in full force and effect, and Borrower hereby confirms each 
    and every one of its obligations under the Loan Agreement as amended       
    herein.

4.  This Amendment shall be governed by, and construed in accordance with, the 
    internal laws of the State of Illinois.

5.  This Amendment shall inure to the benefit of Bank's successors and         
    assigns, and shall be binding upon Borrower's successors and assigns.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.

                                      LANDS' END, INC.
                                      a Delaware corporation

                                 By:  TERRY R. JANES           
                                      Terry R. Janes, Treasurer

ACCEPTED BY:

AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO

By:   PETER B. HARRISON, JR.      
      Peter B. Harrison, Jr.

Its:  Commercial Banking Officer 



 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS 3-MOS JAN-29-1999 JAN-30-1998 MAY-01-1998 MAY-02-1997 5,485 56,906 0 0 18,583 12,536 0 0 265,958 157,970 329,587 257,226 228,473 181,887 88,639 75,915 470,359 364,128 213,200 125,314 0 0 0 0 0 0 402 402 248,010 229,598 470,359 364,128 268,587 244,720 268,587 244,720 143,847 131,988 143,847 131,988 0 342 0 0 1,006 142 8,266 18,844 3,058 7,538 5,208 11,306 0 0 0 0 0 0 5,208 11,306 0.17 0.35 0.17 0.35 Per SFAS 128 the EPS is Basic Restated due to SFAS 128 EPS