===========================================================================    
       
                      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 JULY 31, 1998
                            OR
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934.

          For the transition period from ...... to ......

                         Commission file number 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 September 10, 1998:

Common stock, $.01 par value 30,239,300 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 July 31, 1998, and   
               August 1, 1997....................................     3
            
            Consolidated Statements of Operations for the
               Six Months Ended July 31, 1998, and   
               August 1, 1997....................................     4

            Consolidated Balance Sheets at July 31, 1998   
               January 30, 1998, and August 1, 1997..............     5

            Consolidated Statements of Cash Flows for the
               Six Months Ended July 31, 1998, and   
               August 1, 1997....................................     6

            Notes to Consolidated Financial Statements...........   7-8  

   Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations........................................  9-11

PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings....................................    12
   
   Item 4.  Submission of Matters to a Vote of 
               Security Holders..................................    12

   Item 6.  Exhibits and Reports on Form 8-K.....................    12

   Signature.....................................................    13
















                                   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                   
                                         July 31,     Aug. 1,                  
                                           1998         1997                   
                                             (Unaudited)    
                                                                               
                                                     
Net sales                                $239,194    $219,883

  Cost of sales                           123,716     117,350   

Gross profit                              115,478     102,533   

  Selling, general and  
    administrative expenses               114,794      96,780 

Income from operations                        684       5,753                  
  Other income (expense):
    Interest expense                       (1,993)       (204)
    Interest income                             -         552
    Other                                   1,212        (346)
   
    Total other income    
      (expense), net                         (781)          2 

Income (loss) before income taxes             (97)      5,755 
  Income tax provision (benefit)              (36)      2,327 

Net income (loss)                        $    (61)   $  3,428 

Basic earnings per share                 $   0.00    $   0.11 
Diluted earnings per share               $   0.00    $   0.11

Basic weighted average shares 
  outstanding                              30,504      32,220

Diluted weighted average shares             
  outstanding                              30,801      32,461   

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








                                   3  




                        LANDS' END, INC. & SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)
                      
                                                 Six months ended              
                                               July 31,    Aug. 1,    
                                                  1998       1997       
                                                    (unaudited)                
                                                                   
Net sales                                      $507,781    $464,603      
  
  Cost of sales                                 267,563     249,338      

Gross profit                                    240,218     215,265       
  
  Selling, general and
    administrative expenses                     231,077     198,945      

Income from operations                            9,141      16,320      

  Other income (expense):
  Interest expense                               (2,999)       (346)
  Interest income                                     1       1,508
  Gain on sale of subsidiary                          -       7,805
  Other                                           2,026        (688)     
  
Total other income (expense), net                  (972)      8,279         

Income before income taxes                        8,169      24,599
  Income tax provision                            3,022       9,865      

Net income                                     $  5,147    $ 14,734      

Basic earnings per share                       $   0.17    $   0.46

Diluted earnings per share                     $   0.17    $   0.46

Basic weighted average shares outstanding        30,724      32,304

Diluted weighted average shares outstanding      31,069      32,538

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














                                   4


                        LANDS' END, INC. & SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                (In thousands)
                                        July 31,    Jan. 30,      Aug. 1,
                                          1998        1998         1997  
                                       (unaudited)  (audited)   (unaudited)
Assets                                                                     
Current assets:
  Cash and cash equivalents             $  5,016    $  6,338     $  5,781      
  Receivables                             12,087      15,443        7,033
  Inventory                              318,439     241,154      217,104      
  Prepaid advertising                     22,364      18,513       12,728
  Other prepaid expenses                   5,459       5,085        5,103
  Deferred income tax benefit             12,613      12,613       11,522 
Total current assets                     375,978     299,146      259,271

Property, plant and equipment, at cost:
  Land and buildings                      94,256      81,781       71,767
  Fixtures and equipment                 139,780     118,190      105,518
  Leasehold improvements                   5,551       5,443        5,149
  Construction in progress                 5,126      12,222        8,028
Total property, plant and equipment      244,713     217,636      190,462
  Less-accumulated depreciation 
    and amortization                      92,544      84,227       79,854
Property, plant and equipment, net       152,169     133,409      110,608
Intangibles, net                             937         917          888  
Total assets                            $529,084    $433,472     $370,767

Liabilities and shareholders' investment
Current liabilities:
  Lines of credit                       $177,256    $ 32,437     $ 17,622
  Accounts payable                        85,524      83,743       85,013
  Reserve for returns                      3,610       6,128        3,280      
  Accrued liabilities                     26,688      34,942       22,295      
  Accrued profit sharing                     246       4,286          812      
  Income taxes payable                     3,159      20,477        4,262
Total current liabilities                296,483     182,013      133,284
                
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       26,359
  Deferred compensation                     (912)     (1,047)      (1,216)
  Currency translation adjustments            56         875        1,088
  Retained earnings                      380,358     375,211      325,795
  Treasury stock, 9,984, 9,281 and 
    8,123 shares at cost, respectively  (191,111)   (167,586)    (132,159) 
Total shareholders' investment           223,854     242,712      228,669
Total liabilities and shareholders' 
  investment                            $529,084    $433,472     $370,767

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


                                   5 

                        LANDS' END, INC. & SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                                      Six Months Ended  
                                                     July 31,    Aug. 1,       
                                                       1998       1997      
                                                         (unaudited)           
                                                       
Cash flows from (used for) operating activities:
  Net income                                         $  5,147   $ 14,734       
    Adjustments to reconcile net income to net
    cash flows from operating activities-                            
       Depreciation and amortization                    9,582      8,022       
       Deferred compensation expense                      135        154  
       Pre-tax gain on sale of subsidiary                   -     (7,805)
       Loss on disposal of fixed assets                 1,217         64 
       Changes in current assets and liabilities
       excluding the effects of acquisitions 
       and divestitures:
         Receivables                                    3,356      1,391       
         Inventory                                    (77,285)   (80,495)      
         Prepaid advertising                           (3,851)    (1,662)      
         Other prepaid expenses                          (374)    (1,384)
         Accounts payable                               1,781     12,886       
         Reserve for returns                           (2,518)    (1,904)      
         Accrued liabilities                           (8,655)    (3,977)      
         Accrued profit sharing                        (4,040)    (2,125)      
         Income taxes payable                         (17,318)   (17,262)      
       Other                                             (615)       179 
Net cash flows used for operating activities          (93,438)   (79,184)      

Cash flows from (used for) investing activities:
  Cash paid for capital additions                     (29,178)   (16,576)
  Proceeds from sale of subsidiary                          -     12,350
Net cash flows used for investing activities          (29,178)    (4,226)      
       
Cash flows from (used for) financing activities:
  Proceeds from short-term debt                       144,819      6,427       
  Purchases of treasury stock                         (23,525)   (10,063)
Net cash flows from (used for) financing activities   121,294     (3,636)      
      
Net decrease in cash and cash equivalents              (1,322)   (87,046)      
Beginning cash and cash equivalents                     6,338     92,827       
     
Ending cash and cash equivalents                     $  5,016   $  5,781       

Supplemental cash flow disclosures:
  Interest paid                                      $  2,674   $    345
  Income taxes paid                                    20,033     27,552

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





                                   6
                        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 June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting For Derivative Instruments and Hedging Activities."  This
statement addresses the accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and hedging
activities.  The provisions of SFAS No. 133 are effective for fiscal years
beginning after June 15, 1999.  The company will adopt this standard in fiscal
2000, and is currently assessing its impact.

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        Six months ended 
                              July 31,     Aug. 1,     July 31,      Aug. 1,
(In thousands, except per       1998        1997         1998          1997
share data)
Net income (loss)             $   (61)     $ 3,428      $ 5,147      $14,734
Average shares of common
  stock outstanding             30,504      32,220       30,724       32,304
Incremental shares from assumed 
  exercise of stock options        297         241          345          234
                                30,801      32,461       31,069       32,538
Diluted earnings per share     $  0.00     $  0.11      $  0.17      $  0.46
Basic earnings per share       $  0.00     $  0.11      $  0.17      $  0.46



                                   7

5.  Comprehensive income

During fiscal 1999, 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       Six months ended 
                                July 31,    Aug. 1,    July 31,     Aug. 1,
                                  1998       1997        1998         1997
           
Net income (loss)               $   (61)    $ 3,428     $ 5,147     $14,734
Change in cumulative     
  translation adjustments, net     (691)        379        (819)        710
Total comprehensive income      
  (loss)                        $  (752)    $ 3,807     $ 4,328     $15,444
                           








































                                     8

Item 2.                     MANAGEMENT'S DISCUSSION
                                 AND ANALYSIS


Results of Operations

                Three Months Ended July 31, 1998, compared with
                       Three Months Ended August 1, 1997

The company's net sales in the second quarter of fiscal 1999 increased 8.8
percent to $239.2 million from $219.9 million in the same quarter last year. 
The growth in sales during the quarter just ended came from the company's
specialty businesses, while sales from the core U.S. business and foreign-
based operations were relatively flat.  Sales from the core U.S. business
continued the inconsistent trend seen in the first quarter and were
particularly soft in the month of June.  The sales increase during the quarter
just ended was primarily due to an overall increase in the number of catalogs
and pages mailed.  The company's foreign-based and export businesses have been
disappointing in both sales and earnings, due to weakness in certain
international economies and the relative strength of the U.S. dollar.  Net
sales for the first five weeks of the third quarter of fiscal 1999 were weaker
than the 8.8 percent increase in the second quarter.

Gross profit in this year's second quarter was $115.5 million, or 48.3 percent
of net sales, compared with $102.5 million, or 46.6 percent of net sales, in
the second quarter of the prior year.  The improvement in gross profit margin
was mainly due to higher initial margins and less steep markdowns on
liquidated merchandise.  Liquidations of excess inventory were about seven 
percent of net sales in the quarter just ended, compared with six percent in 
the prior year.

Selling, general and administrative expenses in the quarter just ended
increased 18.6 percent to $114.8 million, compared with $96.8 million for last
year's second quarter.  As a percentage of sales, SG&A was 48.0 percent,
compared with 44.0 percent in the same period last year.  The increase in the
SG&A ratio during the quarter was principally the result of lower
productivity, or sales per page, especially in the month of June.  Other
factors that increased relative costs were increased spending on national
advertising, Year-2000 compliance efforts, expanding and promoting the
company's website, and higher depreciation expenses due to increased capital
projects.  This was partially offset by lower bonus and profit sharing
expenses due to lower profitability.  

During the quarter just ended, interest expense was $2 million, compared with
interest income of $0.3 million in the same quarter last year.  Higher
inventory, coupled with planned capital expenditures and purchases of treasury
stock, resulted in an increase in the company's borrowing on short-term lines
of credit, which stood at $177 million at the end of the quarter, compared
with $18 million a year ago.

Inventory at the end of the quarter was $318 million, up 47 percent from $217
million in the prior year.  In fall of last year, the company increased
inventory in its efforts to provide an annualized first-time fulfillment rate
of at least 90 percent of all items ordered by customers.  Much of the current
inventory consists of basic products carried over from last fall that the
company plans to sell at full price, as well as fall/winter merchandise that
has arrived earlier than usual.  However, higher inventory levels may result
in greater product liquidations at lower margins in future periods.


                                   9


The company had a net loss of $61 thousand in its second quarter ended July
31, 1998, compared with net income of $3.4 million earned in the second
quarter last year.  Diluted earnings per share were at break-even, or $0.00,
for the quarter just ended, compared with $0.11 in the prior year.  The
quarter just ended includes $1.3 million in foreign currency exchange gains,
recorded as other income, compared with a loss of $0.4 million in the same
quarter last year.  Foreign currency exchange gains or losses occur due to
currency market movements and the company's hedging strategy.


Six Months Ended July 31, 1998, compared with
Six Months Ended August 1, 1997

The company's net sales in the first six months of fiscal 1999 increased 9.3
percent to $507.8 million from $464.6 million in the same period last year. 
The increase in net sales was due primarily to the same factors disclosed
above for the three months ended July 31, 1998.  

Gross profit of $240.2 million for the first six months of fiscal 1999 
increased 11.6 percent from $215.3 million in the same six-month period last
year.  As a percentage of net sales, gross profit increased from 46.3 percent
in fiscal 1998 to 47.3 percent in fiscal 1999.  The increase in gross profit
was due principally to the same factors disclosed above for the second quarter
ended July 31, 1998.  Year-to-date liquidation sales were about eight percent,
compared with seven percent during the same period last year.

Selling, general and administrative expenses increased 16.2 percent to $231.1
million in the first six months of fiscal 1999 from $198.9 million in the same
period last year.  As a percentage of net sales, selling, general and
administrative expenses increased to 45.5 percent in fiscal 1999 from 42.8
percent in fiscal 1998.  The increase in the SG&A ratio was the result of
relatively higher catalog advertising costs along with the same factors listed
above for the second quarter ended July 31, 1998.  

Net income in the first half of fiscal 1999 was $5.1 million, or $0.17 per
share, compared with $10.1 million, or $0.31 per share in the first six months
of the prior year.  This excludes last year's 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.  Including that one-time gain, net income in the first half
of fiscal 1998 was $14.7 million, or $0.46 per share.  

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, quarterly results may fluctuate.  Accordingly, results
for the individual quarters are not necessarily indicative of the results to
be expected for the entire year.







                                   10


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 July 31, 1998, the company had unsecured domestic credit facilities
totaling $175 million, of which about $151 million had been used.  As of the
date of filing, the company increased its unsecured domestic bank credit lines
to $205 million.  The company also maintains foreign credit lines for use in
foreign operations totaling the equivalent of approximately $47 million as of
July 31, 1998, of which $26 million was used.  

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 September 10, 1998, 11.0 million shares have been purchased, and
there is a balance of 1.7 million shares available to the company. 

Capital expenditures for fiscal 1999 are currently planned to be about $55
million, of which about $29 million had been expended through July 31, 1998. 
Major projects as of July 31, include a new distribution and phone center in
Oakham, England, expansion of office facilities in Dodgeville, Wisconsin,
expansion of distribution facilities in Reedsburg, 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.    

Year 2000 

The company is progressing as planned with its Year 2000 initiatives with no
material changes anticipated.  Major areas that are being addressed include
the mainframe and mid-range computer environments, personal computers, third
party vendors and suppliers, common facilities, equipment and warehouse
automation and communications.  Costs pertaining to the Year 2000 project are
estimated between $16 and $20 million.  The total amount expended as of 
July 31, 1998, was about $7 million, of which $4.0 million was expended during 
the current fiscal year.

Due to the general uncertainty of the Year 2000 readiness of third-party
suppliers and customers, the company is unable to determine at this time
whether the consequences of Year 2000 failures will have a material impact on
the company's results of operations, liquidity or financial condition.  The
company believes that, with the implementation of new business systems and
completion of projects as scheduled, the possibility of significant
interruptions of normal operations should be reduced.
  





                                   11


                          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
         There were no matters submitted to a vote of security holders for
         the quarter ended July 31, 1998, other than those disclosed in the    
         Form 10-Q dated May 1, 1998, reporting the results of the company's   
         annual meeting.

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

              There were no exhibits filed as part of this report.
              
         (b)  Reports on Form 8-K
              A report on Form 8-K was filed June 29, 1998,
              reporting a meeting with members of the
              financial community in New York, New York,
              on Thursday, May 21, 1998.
              




























                                   12


                               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:  September 10, 1998             By /s/ BRADLEY K. JOHNSON          
                                             Bradley K. Johnson
                                             Senior Vice President,   
                                             Chief Administrative Officer
                                             and Chief Financial Officer





























                                     13


 








 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED STATEMENTS OF OPERATIONS AND CONSOLIDATED BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS 6-MOS JAN-29-1999 JAN-30-1998 JUL-31-1998 AUG-01-1997 5016 5781 0 0 12087 7033 0 0 318439 217104 375978 259271 244713 190462 92544 79854 529084 370767 296483 133284 0 0 0 0 0 0 402 402 223452 228267 529084 370767 507781 464603 507781 464603 267563 249338 267563 249338 234 497 0 0 2999 346 8169 24599 3022 9865 5147 14734 0 0 0 0 0 0 5147 14734 0.17 0.46 0.17 0.46 Per SFAS 128 the EPS is Basic Restated due to SFAS 128 EPS