SEC Filing | Lands' End, Inc.

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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549



                              ________
                              FORM 8-K

                           CURRENT REPORT


                   PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)  March 11, 1999


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





    DELAWARE                 1-9769              36-2512786
 (State or other          (Commission         (I.R.S. Employer
  jurisdiction            File Number)     Identification Number)
of incorporation)


 Lands' End Lane, Dodgeville, Wisconsin             53595
(Address of principal executive offices)          (Zip Code)


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



                 INFORMATION INCLUDED IN THIS REPORT


Item 5.  Other Events.

Attached as Exhibit 99.3 to this report is a news release
issued by Lands' End, Inc., discussing its reported results
for its fourth quarter and fiscal year ended January 29, 1999,
including its statements about goals for Internet sales, anticipated
cost savings, and possible circulation reductions and their
anticipated effects on sales or profits.
   












                                  

SIGNATURES

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 April 8, 1999          By: /s/ STEPHEN A. ORUM           
                                    Stephen A. Orum 
                                    Executive Vice President & 
                                    Chief Financial Officer 





                                                     EXHIBIT 99.3

FOR IMMEDIATE RELEASE
                 LANDS' END REPORTS FISCAL 1999
               YEAR-END AND FOURTH QUARTER RESULTS
DODGEVILLE, WIS ... March 11, 1999 ...Lands' End, Inc. (LE),
today reported results for its fourth quarter and fiscal year
ended January 29, 1999. 

Net sales for the 52-week year just ended totaled $1.371 billion,
compared with $1.264 billion in the prior year, an increase of
8.5 percent.  The increase in sales was primarily due to
additional catalogs and pages mailed to customers.  The growth in
sales came primarily from the company's specialty businesses. 
Sales from foreign-based operations were up slightly for the
year, while sales from the core business, represented by the
monthly and prospecting catalogs, were down from the prior year.  

Net income for the year just ended was $31.2 million, down 51
percent from the $64.2 million the company earned in fiscal 1998. 
Diluted earnings per share for the year just ended were $1.01,
compared with $2.00 per share for the prior year.  The diluted
weighted average number of common shares outstanding was 30.8
million for fiscal 1999 and 32.1 million for fiscal 1998.   

As previously reported, in the third and fourth quarters of
fiscal 1999, the company had after-tax non-recurring charges of
$0.9 million and $7.0 million, respectively, or $0.26 per share
for the entire fiscal year.  In the first quarter of fiscal 1998
the company had an after-tax gain of $4.9 million, or $0.15 per
share, from the sale of its majority interest in The Territory
Ahead.   Before the effect of these adjustments, net income for
fiscal 1999 was $39.1 million, or $1.27 per share, compared with
$59.2 million, or $1.85 per share in fiscal 1998.  

Net sales in the fourth quarter of fiscal 1999 were $541 million,
up 12.6 percent from the fourth quarter of the prior year, when
net sales were $480 million.  Net income for the quarter just
ended was $25.7 million, down 37.7 percent from $41.3 million in
the similar period a year ago.  Including the effect of the non-
recurring charge discussed above, diluted earnings per share for
the quarter just ended were $0.84.  Excluding that effect,
diluted earnings per share for the quarter just ended were $1.07,
compared with $1.32 in fiscal 1998.  

In commenting on the results, company president and chief
executive officer David F. Dyer said, "We've made much progress
in this past quarter, especially in getting our inventory more
closely aligned with sales, restructuring our organization into
functional operating units and putting people in key leadership
roles.  Going forward, I believe our strengths as a premier
direct merchant will enable us to position Lands' End as a major
e-commerce player, in addition to a being a leading catalog
company.  

"One of the bright spots for us this year has been the Internet
growth.  Internet sales were $61 million in fiscal 1999, more
than triple the $18 million of the prior year.  From an expense
perspective, it is less costly to advertise and take orders on
the Internet, and over time, we will be able to mail fewer
catalogs to those customers who prefer e-commerce shopping. 
Within three or four years, I would like to see a significant
part of our sales coming via the Internet," he said.  

Gross profit for the year just ended was $617 million, or 45.0
percent of net sales, compared with $588 million, or 46.6 percent
of net sales, for the prior year.  The decrease in gross profit
margin was primarily due to more steep markdowns on higher sales
of liquidated merchandise, especially in the fourth quarter when
the company aggressively addressed its overstock situation, as
well as from lower initial markups.   Liquidations were about 10
percent of total net sales in fiscal 1999, compared with 8
percent in the prior year.  

Year-end inventory was $220 million, down 9 percent from $241
million in fiscal 1998.  Inventory throughout the entire year was
higher as the company experienced softening sales, especially in
the third quarter.  To correct this, the company instituted price
rollbacks, price reductions and some promotional pricing in the
fourth quarter.  This helped increase sales, but also had a
negative effect on gross profit margin for the year and
especially for the fourth quarter.  The company's goal is to ship
at least 90 percent of all items when the customer places an
order.  In fiscal 1999, the company achieved a first-time
fulfillment rate of 91 percent.  

Selling, general and administrative expenses rose 11 percent to
$544 million in fiscal 1999, compared with $490 million in the
prior year.  As a percentage of sales, SG&A was 39.7 percent in
fiscal 1999 and 38.8 percent in fiscal 1998.  The increase in the
SG&A ratio was mainly the result of lower productivity in the
catalogs due to an increase in pages and catalogs mailed and a
weaker response from customers.  Additional factors increasing
the SG&A ratio were relatively higher salaries and benefits,
higher Year 2000 expenses, and increased investment in the
Internet site.  This was partially offset by lower bonus and
profit sharing expense due to lower profitability.  The number of
full-price catalogs mailed totaled 259 million in fiscal 1999, up
12 percent from the prior year, while the total number of pages
mailed was increased by about 10 percent.  

Over the past two years, catalog circulation has increased 22
percent and page circulation by 38 percent.  This level of
circulation was due in part from our efforts to clear excess
inventory in the fourth quarter.  Starting this fall, circulation
of catalogs and pages will be reduced to eliminate less
profitable mailings.  This will have a negative effect on sales
growth, but is expected to have a positive impact on profits by
increasing catalog productivity, or sales per page.  

Lands' End is a direct merchant of traditionally styled, classic
casualwear for the family, products for bed and bath, shoes, and
accessories offered to customers through regular mailings of its
monthly and specialty catalogs and the Internet.
******************************************************* 
Supplemental information       FY 1999   FY 1998  Percent 
           (in millions)                           change
  Twelve-month buyers             6.1      5.9     + 3.4% 
  Three-year buyers              10.1      9.6     + 5.2%
  Names on mailing list          29.5     27.2     + 8.5% 
  Capital expenditures          $46.8    $47.7     - 1.9%
  Depreciation & amortization   $18.7    $15.1     +23.8%


STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Statements in this release that are not historical are forward
looking, including, without limitation, statements about goals
for Internet sales, anticipated cost savings, and possible
circulation reductions and their anticipated effects on sales or
profits.  As such, these statements are inherently subject to a
number of risks and uncertainties.  Future results may be
materially different from those expressed or implied by these
statements due to various factors that may occur.  Such factors
include, but are not limited to the following: general economic
or business conditions, both domestic and foreign; continued
growth rates for e-commerce shopping; the company's ability to
attract customers to the Internet; technology developments and
their availability and cost; customer response to product
offerings and initiatives; costs associated with printing and
mailing catalogs; dependence on consumer seasonal buying
patterns; and fluctuations in foreign currency exchange rates. 

                              -0- 

Contact Charlotte LaComb:  608-935-4835










CONSOLIDATED STATEMENTS OF OPERATIONS 
Lands' End, Inc. & Subsidiaries 
(Amounts in thousands, except per share data)

                           13 weeks  13 weeks    52 weeks    52 weeks
                            ended     ended       ended       ended  
                           Jan. 29,  Jan. 30,    Jan. 29,    Jan. 30,
                             1999      1998        1999        1998

Net sales                  $541,172  $480,418  $1,371,375  $1,263,629
 
  Cost of sales             309,938   253,941     754,661     675,138

Gross profit                231,234   226,477     616,714     588,491
  Selling, general and 
    administrative expenses 178,853   161,209     544,446     489,923
  Non-recurring charge       11,100         -      12,600           -

Income from operations       41,281    65,268      59,668      98,568   
 Other income (expense):
    Interest expense         (1,466)     (696)     (7,734)     (1,995)  
   Interest income               8       214          16       1,725
    Other                       957    (1,122)     (2,450)     (4,278)

  Total other income
    (expense), net             (501)   (1,604)    (10,168)     (4,548)
 
Income before income taxes
 and non-recurring gain      40,780    63,664      49,500      94,020
  Income tax provision       15,089    22,410      18,315      34,787

Net income before 
 non-recurring gain          25,691    41,254      31,185      59,233
Non-recurring gain (net of 
 income taxes)                    -         -           -       4,917
Net income                 $ 25,691  $ 41,254  $   31,185  $   64,150


Basic earnings per share   
 before non-recurring gain $   0.85  $   1.33  $     1.02  $     1.86
Basic earnings per share  
 from non-recurring gain   $      -  $      -  $        -  $     0.15
Basic earnings per share   $   0.85  $   1.33  $     1.02  $     2.01

Diluted earnings per share $   0.84  $   1.32  $     1.01  $     2.00

Basic weighted average  
 shares outstanding          30,207    31,024      30,471      31,851
Diluted weighted average
 shares outstanding          30,452    31,359      30,763      32,132

                       
CONSOLIDATED BALANCE SHEETS 
Lands' End, Inc. & Subsidiaries              Jan. 29,     Jan. 30,
(Dollars in thousands)                          1999        1998  
Assets                                                            
Current assets: 
  Cash and cash equivalents                  $  6,641     $  6,338
  Receivables, net                             21,083       15,443 
  Inventory                                   219,686      241,154
  Prepaid advertising                          21,357       18,513
  Other prepaid expenses                        7,589        5,085
  Deferred income tax benefit                  17,947       12,613
Total current assets                          294,303      299,146
 
Property, plant and equipment, at cost: 
  Land and buildings                          102,018       81,781
  Fixtures and equipment                      154,663      118,190
  Leasehold improvements                        5,475        5,443
  Construction in progress                          -       12,222
Total property, plant and equipment           262,156      217,636
  Less - accumulated depreciation 
    and amortization                          101,570       84,227
Property, plant and equipment, net            160,586      133,409
Intangibles, net                                1,030          917

Total assets                                 $455,919     $433,472
 
Liabilities and shareholders' investment                          
Current liabilities: 
  Lines of credit                            $ 38,942     $ 32,437
  Accounts payable                             87,922       83,743
  Reserve for returns                           7,193        6,128
  Accrued liabilities                          54,392       34,942
  Accrued profit sharing                        2,256        4,286
  Income taxes payable                         14,578       20,477
Total current liabilities                     205,283      182,013

Deferred income taxes                           8,133        8,747

Shareholders' investment: 
  Common stock, 40,221 shares issued              402          402 
  Donated capital                               8,400        8,400 
  Additional paid-in capital                   26,994       26,457 
  Deferred compensation                          (394)      (1,047) 
  Accumulated other comprehensive income        2,003          875
  Retained earnings                           406,396      375,211
  Treasury stock, 10,317 and 9,281
   shares at cost, respectively              (201,298)    (167,586) 
Total shareholders' investment                242,503      242,712 
Total liabilities and   
  shareholders' investment                   $455,919     $433,472


CONSOLIDATED STATEMENTS OF CASH FLOWS
Lands' End, Inc. & Subsidiaries                  Twelve months ended 
(In thousands)                                   Jan. 29,   Jan. 30,  
                                                  1999       1998     
  
Cash flows from (used for) operating activities:
  Net income                                     $ 31,185   $ 64,150  
  Adjustments to reconcile net income to net
    cash flows from operating activities- 
       Depreciation and amortization               18,731     15,127  
       Deferred compensation expense                  653        323  
       Deferred income taxes                       (5,948)    (1,158)
       Pre-tax gain on sale of subsidiary               -     (7,805)
       Loss on disposal of fixed assets               586      1,127  
       Changes in current assets and liabilities
        excluding the effects of acquisitions
        and divestitures: 
         Receivables                               (5,640)    (7,019) 
         Inventory                                 21,468   (104,545) 
         Prepaid advertising                       (2,844)    (7,447)
         Other prepaid expenses                    (2,504)    (1,366) 
         Accounts payable                           4,179     11,616 
         Reserve for returns                        1,065        944 
         Accrued liabilities                       19,593      8,755 
         Accrued profit sharing                    (2,030)     1,349 
         Income taxes payable                      (5,899)    (1,047) 
        Other                                       1,665         64 
Net cash flows from (used for) 
 operating activities                              74,260    (26,932) 
     
Cash flows from (used for) investing activities:
  Cash paid for capital additions                 (46,750)   (47,659)
  Proceeds from sale of subsidiary                      -     12,350
Net cash flows used for investing activities      (46,750)   (35,309) 
          
Cash flows from (used for) financing activities:
  Proceeds from short-term borrowings               6,505     21,242
  Purchases of treasury stock                     (35,557)   (45,899) 
  Issuance of treasury stock                        1,845        409
  
Net cash flows used for financing activities      (27,207)   (24,248) 
        
Net increase (decrease) in cash and 
  cash equivalents                                    303    (86,489) 

Beginning cash and cash equivalents                 6,338     92,827  
          
Ending cash and cash equivalents                 $  6,641   $  6,338

  

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF OPERATIONS AND THE CONSOLIDATED BALANCE SHEETS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 1,000
       
                                                  
                   12-MOS                   12-MOS
                          JAN-29-1999             JAN-30-1998
                               JAN-29-1999             JAN-30-1998
                                           6,641                   6,338
                                         0                       0
                                   21,083                  15,443
                                         0                       0
                                    219,686                 241,154
                               294,303                 299,146
                                         262,156                 217,636
                                 101,570                  84,227
                                 455,919                 433,472
                          205,283                 182,013
                                              0                       0
                                0                       0
                                          0                       0
                                           402                     402
                                     242,101                 242,310
                   455,919                 433,472
                                      1,371,375               1,263,629
                             1,371,375               1,263,629
                                          754,661                 675,138
                                  754,661                 675,138
                                 2,940               4,906
                                     0                       0
                               7,734                   1,995
                                 49,500                 101,825
                                    18,315                  37,675
                             31,185                  64,150
                                       0                       0
                                      0                       0
                                            0                       0
                                    31,185                  64,150
                                     1.02                2.01
                                     1.01                    2.00

Expenses included in Other Income and Expenses on the Consolidated
Statement of Operations
Per SFAS 128 the EPS os Basic