September 12, 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 August 2,
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 August 2, 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 September 12, 1996:

Common stock, $.01 par value 32,927,430 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 August 2, 1996, and  
July 28, 1995.....................................     3

Consolidated Statements of Operations for the
Six Months Ended August 2, 1996, and
July 28, 1995.....................................     4

Consolidated Balance Sheets at August 2, 1996,
and February 2, 1996..............................     5

Consolidated Statements of Cash Flows for the
Six Months Ended August 2, 1996, and
July 28, 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                
Aug. 2,     July 28,               
1996        1995                 
(Unaudited)    

Net sales                                $196,160    $189,064

Cost of sales                           106,691     106,995   

Gross profit                               89,469      82,069   

Selling, general and  
administrative expenses                84,516      79,886 

Income from operations                      4,953       2,183               

Other income (expense):
Interest expense                          (73)       (638)
Interest income                            74           2
Other                                     (28)      1,266 

Total other income    
(expense), net                          (27)        630 

Income before income taxes                  4,926       2,813 
Income tax provision                      1,976       1,118 

Net income                               $  2,950    $  1,695 

Net income per share                     $   0.09    $   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)

Six months ended           
Aug. 2,     July 28,   
1996        1995       
(unaudited)              

Net sales                                      $407,995    $396,186      

Cost of sales                                 223,789     223,440      

Gross profit                                    184,206     172,746       

Selling, general and
administrative expenses                     171,600     168,591      

Income from operations                           12,606       4,155      

Other income (expense):
Interest expense                                 (169)       (975)
Interest income                                   100          19
Other                                            (263)      1,806      

Total other income, net                            (332)        850        

Income before income taxes                       12,274       5,005
Income tax provision                            4,915       2,003      

Net income                                     $  7,359    $  3,002      

Net income per share                           $   0.22    $   0.09        

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)
Aug. 2,     February 2,
1996         1996    
(unaudited)        
Assets                                                                     
Current assets:
Cash and cash equivalents                         $  4,179     $ 17,176   
Receivables                                          5,500        8,064
Inventory                                          168,468      164,816   
Prepaid advertising                                  9,772       15,824
Other prepaid expenses                               5,250        5,295
Income taxes receivable                                597            -
Deferred income tax benefit                         10,914       10,914 
Total current assets                                 204,680      222,089

Property, plant and equipment, at cost:
Land and buildings                                  72,261       72,248
Fixtures and equipment                              89,308       83,880
Leasehold improvements                               3,253        2,912
Total property, plant and equipment                  164,822      159,040
Less-accumulated depreciation and amortization      66,514       60,055
Property, plant and equipment, net                    98,308       98,985
Intangibles, net                                       2,369        2,423  
Total assets                                        $305,357     $323,497

Liabilities and shareholders' investment
Current liabilities:
Lines of credit                                   $ 16,463     $  9,319
Accounts payable                                    63,111       62,380
Reserve for returns                                  2,462        4,555   
Accrued liabilities                                 22,496       23,751   
Accrued profit sharing                                 288        1,483   
Income taxes payable                                     -       13,256
Total current liabilities                            104,820      114,744

Deferred income taxes                                  7,212        7,212
Long-term liabilities                                    387          349

Shareholders' investment:
Common stock, 40,221 shares issued                     402          402
Donated capital                                      8,400        8,400
Additional paid-in capital                          26,196       26,165
Deferred compensation                               (1,526)      (1,193)
Currency translation adjustments                       419          360
Retained earnings                                  267,468      260,109
Treasury stock, 7,258 and 6,561
shares at cost, respectively                    (108,421)     (93,051) 
Total shareholders' investment                       192,938      201,192
Total liabilities and shareholders' investment      $305,357     $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)
Six Months Ended  
Aug. 2,    July 28,      
1996       1995      
(unaudited)           

Cash flows from (used for) operating activities:
Net income                                         $  7,359   $  3,002       
Adjustments to reconcile net income to net
cash flows from operating activities-                            
Depreciation and amortization                    6,644      6,437       
Deferred compensation expense                     (333)       130       
Loss on disposal of fixed assets                   283        293
Deferred income taxes                                -     (1,168)
Changes in current assets and liabilities
excluding the effects of acquisitions 
and divestitures:
Receivables                                    2,564     (1,603)      
Inventory                                     (3,652)   (31,195)      
Prepaid advertising                            6,052     (4,741)      
Other prepaid expenses                            45     (2,482)
Income taxes receivable                         (597)         -       
Accounts payable                                 731     10,322       
Reserve for returns                           (2,093)    (2,507)      
Accrued liabilities                           (1,255)    (6,008)      
Accrued profit sharing                        (1,195)    (1,584)      
Income taxes payable                         (13,256)    (9,409)      
Other                                              128         69 
Net cash flows from (used for) operating activities     1,425    (40,444)      

Cash flows used for investing activities:
Cash paid for capital additions                      (6,196)    (7,708)      
Net cash flows used for investing activities           (6,196)    (7,708)      

Cash flows from (used for) financing activities:
Proceeds from short-term debt                         7,144     53,160       
Tax effect of exercise of stock options                   -         13       
Purchases of treasury stock                         (15,370)    (7,583)
Net cash flows from (used for) financing activities    (8,226)    45,590       

Net decrease in cash and cash equivalents             (12,997)    (2,562)      
Beginning cash and cash equivalents                    17,176      5,426       

Ending cash and cash equivalents                     $  4,179   $  2,864       

Supplemental cash flow disclosures:
Interest paid                                      $    166   $    882
Income taxes paid                                    15,984     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 August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 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.  

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 $23.9 million and $22.4 million higher than reported at  
August 2, and February 2, 1996, respectively.

7

LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 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 $9.8 million and $15.8
million as of August 2, and February 2, 1996, respectively.  Advertising
expense was $34.9 million for the three-month periods ended August 2, 1996,
and July 28, 1995.  Advertising expense was $76.4 million and $77.1 million
reported for the six-month periods ended August 2, 1996, and July 28, 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 $0.4 million as of August 2,
and February 2, 1996.

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 33.2 million and 34.6 million for the
three-month periods ended August 2, 1996 and July 28, 1995, respectively; and
33.4 million and 34.7 million for the six-month periods ended August 2, 1996,
and July 28, 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 August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 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 August 2, 1996,
the company had forward exchange contracts, maturing through August 1997, to
sell approximately 2.4 billion Japanese yen and 2.5 million British pounds,
and to purchase approximately 2.2 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 August 2, 1996, the
company had outstanding letters of credit of approximately $35.8 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 loss of $0.1 million and a gain of $1.1 million for the three-month
periods ended August 2, 1996, and July 28, 1995, respectively; and a loss of 
$0.5 million and a gain of $1.5 million for the six-month periods ended 
August 2, 1996, and July 28, 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 August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 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 substantially 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 incentive 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                            (2,120)            -
Balance at August 2, 1996           88,000        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 August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 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                      (30,310)    $14.29
Forfeited                      (75,990)    $16.69
Balance at August 2, 1996      1,012,400     $17.40     176,340

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   -     160,800
2005   -     262,600
2006   -     497,000
1,012,400

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.

11
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 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 August 2, and February 2, 1996, are as follows (in thousands):

August 2,     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 $10.9 million outstanding at August 2, 1996,
at interest rates averaging 5.8%, 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 $28 million for a wholly owned foreign subsidiary. 
There was $5.6 million outstanding at August 2, 1996, at interest rates
averaging 1.6%, compared to $9.3 million as of February 2, 1996.

12

LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 1995, is unaudited) 

NOTE 5.  LONG-TERM DEBT

There was no long-term debt as of August 2, 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 $2.7 million for the three-
month periods ended August 2, 1996, and July 28, 1995, respectively.  Rental
expense for the six-month periods ended August 2, 1996, and July 28, 1995, was
$6.4 million and $5.7 million, respectively.

Total future fiscal year commitments under these leases as of August 2, 1996,
are as follows (in thousands):

1997 (six months)     $  5,721
1998                     8,992
1999                     6,094
2000                     4,381
2001                     2,621
After 2001               6,104
$ 33,913

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 $0.7 million and $0.4 million for the
three-month periods ended August 2, 1996, and July 28, 1995, respectively. 
Total expenses were $1.2 million and $0.9 million for the six-month periods
ended August 2, 1996, and July 28, 1995, respectively.  

As of October 1, 1995, the "Lands' End, Inc. Retirement Plan" was amended to
allow certain participants to invest their elective contributions, employer
matching contributions and profit sharing contributions in a "Lands' End, Inc.
Stock Fund" established primarily for investing in common stock of the company
at the fair market value.

13      
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to August 2, 1996, and the three months 
ended August 2, 1996, and July 28, 1995, is unaudited) 

NOTE 8.  SALES AND USE TAX

A 1992 Supreme Court decision confirmed that the Commerce Clause of the United
State 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 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 August 2, 1996, compared with
Three Months Ended July 28, 1995

The company's net sales in the second quarter of fiscal 1997 increased 3.8
percent to $196.2 million from $189.1 million in the second quarter of fiscal
1996.  The increase in sales during the quarter came from the company's new
and specialty businesses, as well as from its foreign-based operations and
export sales.  During the quarter just ended, sales from the company's core
U.S. business, represented by the monthly and prospecting catalogs, were down
slightly from the prior year.  Both of these trends have continued into the
third quarter.  However, productivity, or sales per page, was somewhat
improved, as the company reduced the total number of pages mailed during the
quarter by about eight percent.

The second quarter ending inventory was about $168 million, down 16 percent
from about $200 million in the prior year.  

Gross profit in this year's second quarter was $89.5 million, or 45.6 percent
of net sales, compared with $82.1 million, or 43.4 percent of net sales, in
the second quarter of the prior year.  The increase in gross profit margin was
due to lower merchandise costs, which were primarily the result of sourcing
improvements, as well as less steep markdowns on fewer sales of liquidated
merchandise.  Liquidations of excess inventory were about 8 percent of the net
sales in the quarter just ended, compared with 9 percent in the prior year.

In the quarter just ended, selling, general and administrative expenses
increased 5.8 percent to $84.5 million, compared with $79.9 million for last
year's second quarter.  As a percentage of sales, SG&A was 43.1 percent,
compared with 42.3 percent in the same period last year.  The increase in the
SG&A ratio during the quarter was principally the result of increased bonus
and profit sharing accruals and relatively higher order-fulfillment expenses. 
In addition, as in the first quarter, higher paper prices continued to have a
negative impact on SG&A, compared with the prior year.  This was partially
offset by greater productivity in the catalogs as shown by increased sales per
page mailed, especially in the Kids, Corporate Sales, Beyond Buttondowns, and
international catalogs.

Net income for the quarter just ended was $3.0 million, or 9 cents per share,
compared with $1.7 million, or 5 cents per share, earned in the prior year. 
Net income for the company's second quarter includes a foreign currency
exchange after-tax loss of $0.1 million, compared with an after-tax gain of
$0.7 million in the prior year, recorded as other income.  Foreign currency
exchange gains or losses will occur in response to currency market movements
and the company's hedging strategy.

Six Months Ended August 2, 1996, compared with
Six Months Ended July 28, 1995

The company's net sales in the first six months of fiscal 1997 increased 3
percent to $408.0 million from $396.2 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 August 2, 1996.

15
Gross profit of $184.2 million for the first six months of fiscal 1997
increased 6.6 percent from $172.7 million in the same six-month period last
year.  As a percentage of net sales, gross profit increased from 43.6 percent
in fiscal 1996 to 45.1 percent in fiscal 1997.  The increase in gross profit
was due principally to the same factors disclosed above for the second quarter
ended August 2, 1996.  Year-to-date liquidation sales were about 8 percent,
compared with 9 percent during the same period last year.

Selling, general and administrative expenses increased 17.8 percent to $171.6
million in the first six months of fiscal 1997 from $168.6 million in the same
period last year.  As a percentage of net sales, selling, general and
administrative expenses decreased to 42.1 percent in fiscal 1997 from 42.6
percent in fiscal 1996.  The decrease in the SG&A ratio was primarily the 
result of better performance of the catalogs.

Net income in the first half of fiscal 1997 was $7.4 million, or 22 cents per
share, compared with $3.0 million, or 9 cents per share in the prior year.  
Net income for the company's first six months includes a foreign currency
exchange after-tax loss of $0.3 million, compared with an after-tax gain of
$0.9 million 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.

In August 1996, the company announced the further expansion of its
international operations with the opening of a phone/customer service center
in Mettlach, Germany, and the mailing of its first official German language,
DM-denominated catalog.  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 impact on earnings, it is not expected to have a material effect
on liquidity.

16
At August 2, 1996, the company had unsecured domestic credit facilities
totaling $110 million, of which about $11 million was used.  The company also
maintains foreign credit lines for use in foreign operations totaling the
equivalent of approximately $28 million, of which $5.6 million was used at
August 2, 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 substantially 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, 0.1 million shares had
been purchased as of Thursday, September 12, 1996. 

Capital expenditures for fiscal 1997 are currently planned to be about $20
million, of which about $6 million had been expended through August 2, 1996. 
Major projects include new computer hardware and software, expansion of
distribution facilities, 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

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 that 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.

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 August 2, 1996, other than those disclosed in the   
Form 10-Q dated May 3, 1996, reporting the results of the company's   
annual meeting.

Item 5.  Other Information
In July 1996, William E. Ferry joined the company as vice chairman,   
sales, for the company's core business.  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 headquartered in        
Peterborough, New Hampshire, where he had spent the last 10 years.

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
A report on Form 8-K was filed July 22, 1996, 
reporting a meeting with members of the
financial community in New York, New York, 
on Thursday, May 23, 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:  September 12, 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   Six Months Ended
08/02/96  07/28/95  08/02/96  07/28/95

Net income............................. $  2,950  $  1,695  $  7,359  $  3,002

Average shares of common stock          
outstanding during the period..........   33,247    34,625    33,437    34,671

Incremental shares from assumed
exercise of stock options (primary)....      197        82       109        93

33,444    34,707    33,546    34,764

Primary earnings per share............. $   0.09  $   0.05  $   0.22  $   0.09

Average shares of common stock
outstanding during the period..........   33,247    34,625    33,437    34,671 

Incremental shares from assumed exercise
of stock options (fully diluted).......      197        82       154        93

33,444    34,707    33,591    34,764

Fully diluted earnings per share....... $   0.09  $   0.05  $   0.22  $   0.09

Average shares of common stock
outstanding during the period..........   33,247    34,625    33,437    34,671

Basic earnings per share............... $   0.09  $   0.05  $   0.22  $   0.09

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

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               AUG-02-1996
<CASH>                                          $4,179
<SECURITIES>                                         0
<RECEIVABLES>                                    5,500
<ALLOWANCES>                                         0
<INVENTORY>                                    168,468
<CURRENT-ASSETS>                               204,680
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