December 13, 1996

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-Q for the quarter ended 
November 1, 1996.

Sincerely,

KATHY GIES                                                                     
Lands' End, Inc.                                                               
One Lands' End Lane                                                            
Dodgeville, WI  53595

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 November 1, 1996 
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 December 13, 1996:

Common stock, $.01 par value 32,442,330 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 November 1, 1996, and
October 27, 1995..................................     3

Consolidated Statements of Operations for the
Nine Months Ended November 1, 1996, and
October 27, 1995..................................     4

Consolidated Balance Sheets at November 1, 1996,
and February 2, 1996..............................     5

Consolidated Statements of Cash Flows for the
Nine Months Ended November 1, 1996, and
October 27, 1995..................................     6

Notes to Consolidated Financial Statements...........  7-14

Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................ 15-17

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings....................................    18

Item 4.  Submission of Matters to a Vote of 
Security Holders..................................    18

Item 5.  Other Information....................................    18

Item 6.  Exhibits and Reports on Form 8-K.....................    18

Signature.....................................................    19

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          
November 1,   October 27,      
1996          1995          
(unaudited) 

Net sales                                     $287,420      $235,887

Cost of sales                                161,333       136,896        

Gross profit                                   126,087        98,991        

Selling, general and  
administrative expenses                    115,769        97,480        

Income from operations                          10,318         1,511        

Other income (expense):
Interest expense                              (235)       (1,261)       
Interest income                                  4             -
Other                                          232         2,691        

Total other income                                1         1,430        

Income before income taxes                      10,319         2,941        
Income tax provision                           4,162         1,175        

Net income                                    $  6,157      $  1,766        

Net income per share                          $   0.19      $   0.05        

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)

Nine months ended           
November 1,  October 27, 
1996         1995         
(unaudited)              

Net sales                                      $695,415    $632,073      

Cost of sales                                 385,122     360,336      

Gross profit                                    310,293     271,737       

Selling, general and
administrative expenses                     287,369     266,071      

Income from operations                           22,924       5,666      

Other income (expense):
Interest expense                                 (404)     (2,236)        
Interest income                                   104          19
Other                                             (31)      4,497      

Total other income (expense), net                  (331)      2,280        

Income before income taxes                       22,593       7,946
Income tax provision                            9,077       3,178      

Net income                                     $ 13,516    $  4,768      

Net income per share                           $   0.41    $   0.14        

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)
November 1,  February 2,
1996         1996    
(unaudited)       
Assets                                                                    
Current assets:
Cash and cash equivalents                         $  5,961     $ 17,176   
Receivables                                         10,892        8,064
Inventory                                          206,939      164,816   
Prepaid advertising                                 18,423       15,824
Other prepaid expenses                               4,735        5,295
Deferred income tax benefit                         10,914       10,914 
Total current assets                                 257,864      222,089

Property, plant and equipment, at cost:
Land and buildings                                  72,377       72,248
Fixtures and equipment                              95,871       83,880
Leasehold improvements                               3,919        2,912
Total property, plant and equipment                  172,167      159,040
Less-accumulated depreciation and amortization      69,854       60,055
Property, plant and equipment, net                   102,313       98,985
Intangibles, net                                       2,404        2,423  
Total assets                                        $362,581     $323,497

Liabilities and shareholders' investment
Current liabilities:
Lines of credit                                   $ 26,688     $  9,319
Accounts payable                                    92,649       62,380
Reserve for returns                                  5,132        4,555   
Accrued liabilities                                 30,584       23,751   
Accrued profit sharing                               1,541        1,483   
Income taxes payable                                 2,378       13,256
Total current liabilities                            158,972      114,744

Deferred income taxes                                  7,212        7,212
Long-term liabilities                                    473          349

Shareholders' investment:
Common stock, 40,221 shares issued                     402          402
Donated capital                                      8,400        8,400
Additional paid-in capital                          26,230       26,165
Deferred compensation                               (1,440)      (1,193)
Currency translation adjustments                       665          360
Retained earnings                                  273,625      260,109
Treasury stock, 7,417 and 6,561
shares at cost, respectively                    (111,958)     (93,051) 
Total shareholders' investment                       195,924      201,192
Total liabilities and shareholders' investment      $362,581     $323,497

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)
Nine Months Ended  
November 1,  October 27,   
1996         1995       
(unaudited)           

Cash flows from (used for) operating activities:
Net income                                         $ 13,516    $  4,768      
Adjustments to reconcile net income to net
cash flows from operating activities-                            
Depreciation and amortization                   10,054       9,469      
Deferred compensation expense                     (247)        179      
Loss on disposal of fixed assets                   125         214
Deferred income taxes                                -      (1,180)
Changes in current assets and liabilities
excluding the effects of acquisitions
and divestitures:
Receivables                                  (2,828)     (3,712)     
Inventory                                   (42,123)    (91,439)     
Prepaid advertising                          (2,599)    (12,675)     
Other prepaid expenses                          560      (3,501)
Accounts payable                             30,269      41,529      
Reserve for returns                             577        (642)     
Accrued liabilities                           6,833      (3,873)     
Accrued profit sharing                           58      (1,179)     
Income taxes payable                        (10,878)     (8,107)     
Other                                             429        (467)
Net cash flows from (used for) operating activities     3,746     (70,616)     

Cash flows used for investing activities:
Cash paid for capital additions                     (13,488)    (11,185)    
Net cash flows used for investing activities          (13,488)    (11,185)     

Cash flows from (used for) financing activities:
Proceeds from short-term debt                        17,369      96,527      
Tax effect of exercise of stock options                  65          13      
Purchases of treasury stock                        (18,907)    (16,964)
Net cash flows from (used for) financing activities    (1,473)     79,576      

Net decrease in cash and cash equivalents             (11,215)     (2,225)    
Beginning cash and cash equivalents                    17,176       5,426      

Ending cash and cash equivalents                     $  5,961    $  3,201      

Supplemental cash flow disclosures:
Interest paid                                      $    372     $  1,916
Income taxes paid                                    19,876       14,030

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
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

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
February 2, 1996.

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business
Lands' End, Inc., (the company) is a direct marketer of traditionally styled
apparel, domestics (primarily bedding and bath items), soft luggage, and other
products.  The company's primary market is the United States, and other
markets include the Pacific Basin area, Europe and Canada.

Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods. 
Actual results could differ from those estimates.

Principles of consolidation
The consolidated financial statements include the accounts of the company and
its subsidiaries after elimination of intercompany accounts and transactions.

Fiscal year
The company utilizes a 52-53 week fiscal year ending on the Friday nearest
January 31.  Fiscal 1997 will be a 52-week year ending on January 31, 1997. 
Fiscal 1996 was a 53-week year that ended on February 2, 1996.

Fair values of financial instruments
The fair value of financial instruments does not materially differ from their
carrying values.

Inventory
Inventory, primarily merchandise held for sale, is stated at last-in, first-
out (LIFO) cost, which is lower than market.  If the first-in, first-out
(FIFO) method of accounting for inventory had been used, inventory would have
been approximately $24.5 million and $22.4 million higher than reported at  
November 1, and February 2, 1996, respectively.

7

LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

Advertising
The company expenses the costs of advertising for magazines, television,
radio, and other media the first time the advertising takes place, except for
direct-response advertising, which is capitalized and amortized over its
expected period of future benefits.

Direct-response advertising consists primarily of catalog production and
mailing costs that have not yet been fully amortized over the expected revenue
stream, which is within three months from the date catalogs are mailed.

Advertising costs reported as prepaid assets were $18.4 million and $15.8
million as of November 1, 1996 and February 2, 1996, respectively. 
Advertising expense was $55.9 million and $49.1 million for the three-month
periods ended November 1, 1996, and October 27, 1995, respectively. 
Advertising expense was $132.3 million and $126.2 million reported for the
nine-month periods ended November 1, 1996, and October 27, 1995, respectively.

Depreciation
Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets, which are 20 to 30 years for buildings
and land improvements and 5 to 10 years for leasehold improvements and
furniture, fixtures, equipment, and software.  

Intangibles
Intangible assets consist primarily of goodwill which is being amortized over
40 years on a straight-line basis.  Other intangibles are amortized over a
period of five years.  Total accumulated amortization of these intangibles as
reflected on the Consolidated Balance Sheets was $0.5 million and $0.4 million
as of November 1, and February 2, 1996, respectively.

Net income per share
Net income per share is computed by dividing net income by the weighted
average number of common shares outstanding during each period.  The weighted
average common shares outstanding were 32.9 million and 33.9 million for the
three-month periods ended November 1, 1996, and October 27, 1995,
respectively; and 33.3 million and 34.4 million for the nine-month periods
ended November 1, 1996, and October 27, 1995, respectively.  Common stock
equivalents includes awards, grants and stock options which have been issued
by the company.  The common stock equivalents do not significantly dilute
basic earnings per share.

Reserve for losses on customer returns
At the time of sale, the company provides a reserve equal to the gross profit
on projected merchandise returns, based on its prior returns experience.

Financial instruments with off-balance-sheet risk
The company is party to financial instruments with off-balance-sheet risk in
the normal course of business to reduce its exposure to fluctuations in
foreign currency exchange rates and to meet financing needs.

8

LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

The company enters into forward exchange contracts to hedge anticipated
foreign currency transactions during the upcoming seasons.  The purpose of the
company's foreign currency hedging activities is to protect the company from
the risk that the eventual dollar cash flows resulting from these transactions
will be adversely affected by changes in exchange rates.  At November 1, 1996,
the company had forward exchange contracts, maturing through January 1998, to
sell approximately 3.1 billion Japanese yen and 7.0 million British pounds,
and to purchase approximately 1.3 million Canadian dollars.  The gains and
losses on the outstanding forward exchange contracts are reflected in the
financial statements in the period in which the currency fluctuation occurs.

The company also uses import letters of credit to purchase foreign-sourced
merchandise.  The letters of credit are primarily U.S. dollar-denominated and
are issued through third-party financial institutions to guarantee payment for
such merchandise within agreed upon time periods.  At November 1, 1996, the
company had outstanding letters of credit of approximately $28.6 million, all
of which had expiration dates of less than one year.

The counterparties to the financial instruments discussed above are primarily
two large financial institutions; management believes the risk of counterparty
nonperformance on these financial instruments is not significant.

Foreign currency translation  
Financial statements of the foreign subsidiaries are translated into U.S.
dollars in accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 52.  Translation adjustments are accumulated in a
separate component of stockholder's equity.  Foreign currency exchange gains
and losses reflected before taxes on the Consolidated Statements of Operations
included a gain of $0.01 million and $2.4 million for the three-month periods
ended November 1, 1996, and October 27, 1995, respectively; and a loss of $0.5
million and a gain of $4.0 million for the nine-month periods ended November
1, 1996, and October 27, 1995, respectively.

Postretirement benefits
The company does not currently provide any postretirement benefits for
employees other than profit sharing and a 401(k) plan (see Note 7).

Reclassification
Certain financial statement amounts have been reclassified to be consistent
with the fiscal 1997 presentation.

Accounting Standards
In fiscal 1997, the company adopted Statement of Financial Accounting Standard
(SFAS) No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of".  The statement requires entities to
review long-lived assets and certain intangible assets in certain
circumstances, and if the value of the assets is impaired, an impairment loss
shall be recognized.  There has been no material impact on the company's
consolidated financial statements since adopting this standard.  

9

LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

NOTE 2.  SHAREHOLDERS' INVESTMENT

Capital stock
The company currently has 160 million shares of $0.01 par value common stock. 
The company is authorized to issue 5 million shares of preferred stock, $0.01
par value.  The company's board of directors has the authority to issue shares
and to fix dividends, voting and conversion rights, redemption provisions,
liquidation preferences, and other rights and restrictions of the preferred
stock.

Treasury stock
The company has completed its May 1994 stock purchase authorization of 2.0
million shares.  In July 1996, the company's board of directors authorized the
additional purchase of up to 1.0 million shares of the company's common stock.

Stock awards and grants
The company replaced its restricted stock award plan with a long-term
incentive plan.  More detailed information relating to this plan is disclosed
in the Proxy Statement dated April 22, 1996.  However, in the current fiscal
year, the company granted shares of its common stock to one individual as an
inducement to enter the employ of the company.  Such shares vest over five
years on a straight-line basis from the date of the award.

The following table reflects the activity under the long-term inventive plan:

Awards        Grants

Balance at January 28, 1994        149,160        10,000
Granted                                -             -                   
Forfeited                        (15,940)      (10,000)           
Vested                           (17,860)            -    
Balance at January 27, 1995        115,360             0
Granted                                -             -
Forfeited                         (2,700)            - 
Vested                           (15,980)            -
Balance at February 2, 1996         96,680             0
Granted                                -        25,000
Forfeited                         (6,560)            -
Vested                            (7,320)            -
Balance at November 1, 1996         82,800        25,000

The granting of these awards and grants has been recorded as deferred
compensation based on the fair market value of the shares at the date of
grant.  Compensation expense under these plans is recorded as shares vest.

10  

LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

Stock options

The company has 2.5 million shares of common stock, either authorized and
unissued shares or treasury shares, that may be issued pursuant to the
exercise of options granted under the company's long-term incentive plan. 
Options are granted at the discretion of a committee of the company's board of
directors to officers and key employees of the company.  No option may have an
exercise price less than the fair market value per share of the common stock
at the date of grant.  

Activity under the long-term incentive plan is as follows:

Average
Exercise    Vested
Options      Price      Options

Balance at January 28, 1994    1,689,200     $13.31     340,000
Granted                              -          -                        
Exercised                     (294,000)    $ 6.72                        
Forfeited                     (928,800)    $15.27
Balance at January 27, 1995      466,400     $13.56     195,480
Granted                        342,100     $16.50          
Exercised                     (116,000)    $ 7.40        
Forfeited                      (70,800)    $17.55
Balance at February 2, 1996      621,700     $15.87     150,240
Granted                        497,000     $19.01
Exercised                      (42,310)    $14.28
Forfeited                      (75,990)    $16.69
Balance at November 1, 1996    1,000,400     $17.43     180,340

The above options currently outstanding vest in accordance to the plan from
the date of grant.  The outstanding options expire as follows:

2001   -      52,000
2002   -      40,000
2003   -     148,800
2005   -     262,600
2006   -     497,000
1,000,400

The company adopted SFAS No. 123 "Accounting for Stock-Based Compensation" in
the first quarter of fiscal 1997.  The statement relates to the measurement of
compensation of stock options issued to employees.  The statement gives
entities a choice of recognizing related compensation expense by adopting a
new fair value method determination or to continue to measure compensation
using the former standard.  If the former standard for measurement is elected,
SFAS No. 123 requires supplemental disclosure to show the effects of using the
new measurement criteria.  The company elected to continue to use the
measurement prescribed by the former standard, and accordingly, the
pronouncement had no effect on the company's financial position or results of
operations.  The company will present the supplemental disclosure in the
fiscal 1997 Annual Report on Form 10-K.

11
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

NOTE 3.  INCOME TAXES

Under the liability method prescribed by the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," deferred taxes are provided
based upon enacted tax laws and rates applicable to the periods in which taxes
become payable.

Temporary differences that give rise to deferred tax assets and liabilities as
of November 1, and February 2, 1996, are as follows (in thousands):

November 1,         February 2,               
1996                1996
Deferred tax assets:   
Catalog advertising         $ (1,415)           $ (1,415)          
Inventory                      8,602               8,602           
Employee benefits              1,918               1,918            
Reserve for returns            1,822               1,822           
Other                            (13)                (13)
Total                         $ 10,914            $ 10,914            

Deferred tax liabilities         
Depreciation                   7,980               7,980
Foreign operating
loss carryforwards            (527)               (527)
Valuation allowance              527                 527
Other                           (768)               (768)
Total                         $  7,212            $  7,212    

The valuation allowance required under SFAS No. 109 has been established for
the deferred income tax benefits related to certain subsidiary loss
carryforwards, which management currently estimates may not be realized. 
These carryforwards do not expire.

In the periods presented, the differences between income taxes at the
statutory federal income tax rate of 35 percent, and income taxes reported in
the consolidated statements of operations are due primarily to the effect of
state income taxes.

NOTE 4.  LINES OF CREDIT

The company has unsecured domestic lines of credit with various U.S. banks
totaling $110 million.  There was $11.5 million outstanding at November 1,
1996, at interest rates averaging 6.0%, compared to no outstanding amount on
February 2, 1996.

In addition, the company has unsecured lines of credit with foreign banks
totaling the equivalent of $43 million for its wholly owned foreign
subsidiaries.  There was $15.2 million outstanding at November 1, 1996, at
interest rates averaging 3.2%, compared to $9.3 million as of 
February 2, 1996.

12
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

NOTE 5.  LONG-TERM DEBT

There was no long-term debt as of November 1, and February 2, 1996.

The company has an agreement that expires December 31, 1996, with a bank for a
$20 million credit facility available to fund treasury stock purchases and
capital expenditures.  

NOTE 6.  LEASES

The company leases store and office space and equipment under various leasing
arrangements.  The leases are accounted for as operating leases.  Total rental
expense under these leases was $3.2 million and $3.0 million for the three-
month periods ended November 1, 1996, and October 27, 1995, respectively. 
Rental expense for the nine-month periods ended November 1, 1996, and 
October 27, 1995, was $9.5 million and $8.6 million, respectively.

Total future fiscal year commitments under these leases as of November 1,
1996, are as follows (in thousands):

1997 (three months)   $ 2,936 
1998                    9,745 
1999                    6,909 
2000                    4,978 
2001                    3,079 
After 2001              8,276
$35,923

NOTE 7.  RETIREMENT PLAN

The company has a retirement plan which covers most regular employees and
provides for annual contributions at the discretion of the board of directors. 
Also included in the plan is a 401(k) feature which allows employees to make
contributions and the company matches a portion of those contributions.  Total
expense provided under this plan was $1.7 million and $0.8 million for the
three-month periods ended November 1, 1996, and October 27, 1995,
respectively.  Total expenses were $2.9 million and $1.7 million for the nine-
month periods ended November 1, 1996, and October 27, 1995, respectively.  

NOTE 8:  SALES AND USE TAX

A 1992 Supreme Court decision confirmed that the Commerce Clause of the United
States Constitution prevents a state from requiring the collection of its use
tax by a mail order company unless the company has a physical presence in the
state.  However, there continues to be uncertainty due to inconsistent
application of the Supreme Court decision by state and federal courts.  The
company attempts to conduct its operations in compliance with its
interpretation of the applicable legal standard, but there can be no assurance
that such compliance will not be challenged.  

13
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to November 1, 1996, and the three months 
ended November 1, 1996, and October 27, 1995, is unaudited) 

In recent challenges various states have sought to require companies to begin
collection of use taxes and/or pay taxes from previous sales.  The company has
not received assessments from any state.  The amount of potential assessments,
if any, cannot be reasonably estimated.

The Supreme Court decision also established that Congress has the power to
enact legislation which would permit states to require collection of use taxes
by mail order companies.  Congress has from time to time considered proposals
for such legislation.  The company anticipates that any legislative change, if
adopted, would be applied only on a prospective basis.

14
Item 2.                     Management's Discussion
and Analysis

Results of Operations

Three Months Ended November 1, 1996, compared with
Three Months Ended October 27, 1995

The company's net sales in the third quarter of fiscal 1997 increased 21.8
percent to $287.4 million from $235.9 million in the same quarter last year
when sales declined 4.2 percent.  On an adjusted calendar-year basis (prior
year was a 53-week year), net sales for the quarter just ended were up 17.9
percent.  The increase in sales during the quarter just ended was mainly due
to improvements in overall catalog productivity, or sales per page,
particularly in the specialty catalogs, as well as from sales increases in
foreign-based operations.  Productivity improvements in the core U.S.
business, represented by the monthly and prospecting catalogs, occurred in the
last half of the third quarter.

Third quarter ending inventory was $207 million, compared with $260 million a
year ago.  

Gross profit in the quarter just ended was $126.1 million, or 43.9 percent of
net sales, compared with $99.0 million, or 42.0 percent of net sales, in the
similar quarter last year.  The increase in gross profit margin was due to
lower merchandise costs, which were primarily the result of sourcing
improvements, higher initial markups, and less steep markdowns on liquidated
merchandise.  Liquidations of excess inventory were about 13 percent of net
sales in the quarter just ended, about the same as in the prior year.

For the third quarter this year, selling, general and administrative expenses
increased 19 percent to $115.8 million, compared with $97.5 million for last
year's third quarter.  As a percentage of net sales, SG&A was 40.3 percent,
compared with 41.3 percent in the similar period last year.  The decrease in
the SG&A ratio was primarily the result of greater productivity in the
catalogs as shown by increased sales per page mailed.  This was partially
offset by increased bonus and profit sharing expenses associated with the
higher level of profitability.

Net income for the quarter just ended was $6.2 million, or 19 cents per share,
up from the $1.8 million, or 5 cents per share, earned in the prior year's
third quarter.  The current year's third quarter includes an after-tax charge
to earnings of $840,000, or a reduction of 3 cents per share, in connection
with the prior sale of the company's wholly owned subsidiary, MontBell
America, Inc.  The prior year's third quarter included a $1.4 million after-
tax benefit to earnings attributable to foreign currency exchange gains, which
was recorded as other income.  Foreign currency exchange gains or losses occur
due to currency market movements and the company's hedging strategy.

Nine Months Ended November 1, 1996, compared with
Nine Months Ended October 27, 1995

The company's net sales in the first nine months of fiscal 1997 increased 10.0
percent to $695.4 million from $632.1 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 November 1, 1996.

15
Gross profit of $310.3 million for the first nine months of fiscal 1997
increased 14.2 percent from $271.7 million in the same nine-month period last
year.  As a percentage of net sales, gross profit increased from 43.0 percent
in fiscal 1996 to 44.6 percent in fiscal 1997.  The increase in gross profit
was due principally to the same factors disclosed above for the third quarter
ended November 1, 1996.  Year-to-date liquidation sales were about 10 percent,
compared with 11 percent during the same period last year.

Selling, general and administrative expenses increased 8.0 percent to $287.4
million in the first nine months of fiscal 1997 from $266.1 million in the
same period last year.  As a percentage of net sales, selling, general and
administrative expenses decreased to 41.3 percent in fiscal 1997 from 42.1
percent in fiscal 1996.  The decrease in the SG&A ratio was the result of
better performance of the catalogs.  This was somewhat offset by increased
bonus and profit sharing expenses associated with the improved profitability.

Net income in the first nine months of fiscal 1997 was $13.5 million, or 41
cents per share, compared with $4.8 million, or 14 cents per share in the
prior year.  

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 November 1, 1996, the company had unsecured domestic credit facilities
totaling $110 million, of which about $11.5 million was used.  The company
also maintains foreign credit lines for use in foreign operations totaling the
equivalent of approximately $43 million, of which $15.2 million was used at
November 1, 1996.  The company has a separate $20 million bank facility
available to fund treasury stock purchases and capital expenditures.  This
facility runs through December 31, 1996.   

The company has completed its May 1994 stock purchase authorization of 2.0
million shares.  In July 1996, the company's board of directors authorized the
additional purchase of up to 1.0 million shares of the company's common stock. 
Of the 1.0 million shares, 0.6 million shares had been purchased as of
December 13, 1996.
16

Capital expenditures for fiscal 1997 are currently planned to be about $17
million, of which about $13 million had been expended through November 1,
1996.  Major projects include new computer hardware and software, expansion of
distribution facilities in Dodgeville, WI, and leasehold improvements for new
retail stores.  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 and operational needs for the foreseeable
future.   

Possible future changes

Sales and use tax
A 1992 Supreme Court decision confirmed that the Commerce Clause of the United
States Constitution prevents a state from requiring the collection of its use
tax by a mail order company unless the company has a physical presence in the
state.  However, there continues to be uncertainty due to inconsistent
application of the Supreme Court decision by state and federal courts.  The
company attempts to conduct its operations in compliance with its
interpretation of the applicable legal standard, but there can be no assurance
that such compliance will not be challenged.  

In recent challenges, various states have sought to require companies to begin
collection of use taxes and/or pay taxes from previous sales.  The company has
not received assessments from any state.

The Supreme Court decision also established that Congress has the power to
enact legislation which would permit states to require collection of use taxes
by mail order companies.  Congress has from time to time considered proposals
for such legislation.  The company anticipates that any legislative change, if
adopted, would be applied only on a prospective basis.

Other
The trend of overall sales increase has not been as strong as the third 
quarter.  

Inventory in the third quarter of fiscal 1997 decreased 20 percent to $207
million, compared to $260 million for last year's third quarter.  Lower
inventory levels reduce associated interest expenses, but may also result in
order fulfillment issues and higher lost sales.

The possible future changes discussed above are forward looking, subject to
numerous uncertainties and accordingly, not necessarily indicative of actual
future results.

17

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 November 1, 1996.  

Item 5.  Other Information                      
In November 1996, the company's board of directors elected vice       
chairman of sales William E. Ferry as a director of the company.      
He is also a member of the company's executive committee.  Ferry had  
been executive vice president, merchandising, with Lands' End between 
1981 and 1986, at which time he left the firm to become president and 
chief executive officer for Eastern Mountain Sports for the           
intervening 10-year period.

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       

(11)     Statement of recomputation of 
earnings per share                      1

(b)  Reports on Form 8-K
There were no reports filed on Form 8-K during the three-month   
period ended November 1, 1996.

18

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:  December 13, 1996                By /s/ BRADLEY K. JOHNSON          
Bradley K. Johnson
Senior Vice President and
Chief Financial Officer 

19

LIST OF DOCUMENTS INCORPORATED BY REFERENCE

In addition to the exhibits filed with this report, the exhibits listed below
have been heretofore filed with the Securities and Exchange Commission as
exhibits to the company's registration statement on Form S-8 (File No. 33-
63461) and on Form S-1 (File No. 33-08217) or to other filings with the
Commission and are incorporated herein as exhibits by reference, pursuant to
Rule 24 of the SEC Rules of Practice.  The exhibit number of each document so
filed is stated next to the description of such exhibit.  The file number for
all other documents is 1-9769.

Table                                               Exhibit       Document
Number   Description of Item                        Number       Description 

(3)     Articles of Incorporation and By-Laws:

Certificate of Incorporation of the
company, as amended through 
October 3, 1986.                            1         S-1   

Amendment to Certificate of
Incorporation of the company,               3         10-Q
dated August 10, 1987.                                October 1987

Amendment to Certification of Incorporation   4         10-Q
of the company, dated May 20, 1994                    July 1994

Amended and Restated by-Laws of                                  
the company.                                2         10-K 1993

(4)     Equity Instrument and Agreements
relating to Debt Obligations:               

Form of Certificate to evidence               1         10-Q
the Common stock.                                     August 1990

First Amendment to the Lands' End             2         S-8
Retirement Plan.                                      October 1995

(10)    Material Contracts:

Form of letter from bank approving                               
the company's unsecured line of  
credit and corresponding note.              7         10-K 1992

Term Loan Note and Loan Agreement
between the company and the
American National Bank and Trust           11         10-Q
Company of Chicago.                                   August 1990

Fifth Amendment to Loan Agreement 
between the company and the
American National Bank and Trust
Company of Chicago, dated                   2         10-Q
November 22, 1994.                                    October 1994  

20

Table                                               Exhibit       Document
Number   Description of Item                        Number       Description

(10)    Sixth Amendment to Loan Agreement
between the company and the
American National Bank and Trust
Company of Chicago, dated
December 6, 1995.                           1         10-K 1996

Buying Agreement between the company          7         10-Q
and European Buying Agency, Ltd.                      November 1990 

Salaried Incentive Bonus Plan                 9         S-1

Annual Incentive Plan and Long-Term
Incentive Plan                                        Proxy 1996

Stock Option Plan of the company              1         10-K 1995

Amended and Restated Retirement Plan,
dated February 1, 1992.                     3         10-K 1994

Form of Director Deferred Compensation                  10-Q
Agreement                                   1         July 1995

(13)    Annual Report to Shareholders for the
fiscal year ended February 2, 1996                    10-K 1996

21

Exhibit 11.1

COMPUTATION OF EARNINGS PER SHARE

LANDS' END, INC. & SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)

Three months ended   Nine Months Ended
11/01/96  10/27/95  11/01/96  10/27/95

Net income............................. $  6,157  $  1,766  $ 13,516  $  4,768

Average shares of common stock          
outstanding during the period..........   32,895    33,918    33,255    34,417

Incremental shares from assumed
exercise of stock options (primary)....      193        93       130        93

33,088    34,011    33,385    34,510

Primary earnings per share............. $   0.19  $   0.05  $   0.40  $   0.14

Average shares of common stock
outstanding during the period..........   32,895    33,918    33,255    34,417 

Incremental shares from assumed exercise
of stock options (fully diluted)             208        93       208        93

33,103    34,011    33,463    34,510

Fully diluted earnings per share....... $   0.19  $   0.05  $   0.40  $   0.14

Average shares of common stock
outstanding during the period..........   32,895    33,918    33,255    34,417

Basic earnings per share............... $   0.19  $   0.05  $   0.41  $   0.14

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF OPERATIONS,
AND COMPUTATION OF EARNINGS PER SHARE AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENS AND EXHIBIT.
</LEGEND>
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               NOV-01-1996
<CASH>                                          $5,961
<SECURITIES>                                         0
<RECEIVABLES>                                   10,892
<ALLOWANCES>                                         0
<INVENTORY>                                    206,939
<CURRENT-ASSETS>                               257,864
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<TOTAL-LIABILITY-AND-EQUITY>                   362,581
<SALES>                                        695,415
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<CGS>                                          385,122
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<INCOME-PRETAX>                                 22,593
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<NET-INCOME>                                   $13,516
<EPS-PRIMARY>                                    $0.40
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