As filed with the Securities and Exchange Commission on March 10, 1997     

Registration No. 333-21695

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------------

AMENDMENT NO. 1
TO       
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
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, WISCONSIN  53595
(608) 935-9341
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

BRADLEY K. JOHNSON
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
LANDS' END, INC.
LANDS' END LANE
DODGEVILLE, WISCONSIN  53595
(608) 935-9341
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copies to:

Pamela M. Patzke                Robert S. Osborne, P.C.
Lands' End, Inc.                Kirkland & Ellis
Lands' End Lane                 200 East Randolph Drive
Dodgeville, Wisconsin  53595    Chicago, Illinois  60601
(608) 935-9341                  (312) 861-2368

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions, subject to the timing restrictions described herein.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. [_]
---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS

2,000,000 SHARES

[LANDS' END LOGO]

COMMON STOCK
($0.01 PAR VALUE)
_____________________________

This Prospectus relates to 2,000,000 shares of common stock, $0.01 par
value per share ("Common Stock"), of Lands' End, Inc. (the "Company"). All of
the shares of Common Stock of the Company offered hereby are offered for the
account of and may be sold from time to time by Gary C. Comer (the "Selling
Stockholder"). The Company will not receive any of the proceeds from the sale of
the shares of Common Stock by the Selling Stockholder. The Company has agreed to
pay for the expenses of the registration of the shares of Common Stock under the
Securities Act of 1933, as amended (the "Securities Act"). See "Use of
Proceeds," "Plan of Distribution" and "Selling Stockholder."

The Selling Stockholder is the Chairman of the Board of Directors and the
founder of the Company. The Selling Stockholder owned approximately 53.7% of the
outstanding shares of Common Stock of the Company as of the date of this
Prospectus. The Company has been advised that the Selling Stockholder may, from
time to time, as determined by market conditions, offer shares in ordinary
brokerage transactions on the New York Stock Exchange, Inc., by means of one or
more block trades, secondary distributions, exchange distributions or special
offerings, through a broker-dealer who purchases such shares as principal and
resells them for its own account, or in other transactions to be determined at
the time of sale. Such sales may be consummated using Salomon Brothers Inc, or
such other broker-dealer as may enter into arrangements with the Selling
Stockholder, and will be effected only within certain guidelines set forth in
the Company's corporate policy restricting the purchase or sale of securities of
the Company by officers and directors. See "Plan of Distribution" and "Selling
Stockholder."
_____________________________

The Common Stock is listed on the New York Stock Exchange under the symbol
"LE." The closing sale price of the Common Stock on the New York Stock Exchange
on March 7, 1997 was $28.25 per share.      
_____________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________________

No person has been authorized by the Corporation to give any information or
to make any representation not contained or incorporated by reference in this
Prospectus in connection with the offer described herein, and any information or
representation not contained or incorporated by reference herein must not be
relied upon as having been authorized by the Company or the Selling Stockholder.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such an offer in such jurisdiction, nor an offer to
sell or a solicitation of an offer to buy any securities other than those
offered hereby. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change since the date hereof in the affairs of the Company or in the
information set forth herein.

The date of this Prospectus is March 10, 1997.      

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such material may be
inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Seven World Trade Center, New York, New York 10048; and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission; the address of such site is http://www.sec.gov. Reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, Inc., 11 Wall Street,
New York, New York 10005.

The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act, with respect to the
Common Stock being offered pursuant to this Prospectus. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference:

1. Annual Report on Form 10-K for the fiscal year ended February 2, 1996.

2. Quarterly Reports on Form 10-Q for the fiscal quarters ended May 3,
1996, August 2, 1996 and November 1, 1996.

3. Current Report on Form 8-K, filed July 22, 1996.

4. The description of Common Stock contained in the Company's registration
statement filed pursuant to the Exchange Act, and any amendment or report filed
for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the sale of the shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents not
specifically described above. Requests for such documents should be directed to
Lands' End, Inc., Lands' End Lane, Dodgeville, Wisconsin 53595, telephone (608)
935-4835, Attention: Investor Relations.

-2-

THE COMPANY

Lands' End, Inc. is a leading direct merchant of traditionally styled,
casual clothing for men, women, and children, accessories, domestics, shoes and
soft luggage. The Company's products are offered through regular mailings of its
monthly primary catalog and its specialty catalogs, which include "Lands' End
Kids" (casual clothing for infants and children), "Coming Home" (specialty bed
and bath products), "Beyond Buttondowns" (men's tailored dress clothing) and
"First Person Singular" (business attire and accessories for women).

The Company was founded in 1963 by Gary C. Comer, who now serves as
Chairman of the Company's Board of Directors. In October 1986, the Company
consummated an initial public offering of Common Stock. Since that time, net
sales and net income have grown from $226.5 million and $11.3 million (pro
forma) in fiscal 1986, to $1,031.5 million and $30.6 million for fiscal 1996,
respectively. The Company emphasizes a strategy of offering quality products at
the best possible value to customers, and strives to maintain and continuously
improve what it believes to be a superior level of customer service.

The Company's principal executive offices are located at Lands' End Lane,
Dodgeville, Wisconsin 53595 (telephone number 608-935-9341).

SELLING STOCKHOLDER

Gary C. Comer, the Selling Stockholder, is the founder of the Company and
serves as the Chairman of the Board of Directors. Mr. Comer was the President of
the Company from 1963 until 1989, and served as Chief Executive Officer from
1963 until 1990. As of the date of this Prospectus, Mr. Comer is the beneficial
owner of 17,399,392 shares of Common Stock, constituting approximately 53.7
percent of the shares issued and outstanding. Assuming the sale of all 2,000,000
shares offered hereby and subject to any changes in the number of outstanding
shares that may result from purchases of Common Stock by the Company from time
to time, Mr. Comer will own 15,399,392 shares of Common Stock, constituting
approximately 47.5 percent of the shares issued and outstanding.     

USE OF PROCEEDS

The Selling Stockholder will receive all proceeds from the sale of shares
registered hereunder, less any brokerage fees, commissions or discounts
associated with the sales of Common Stock. The Company has agreed to pay
registration, accounting, legal and other fees in connection with the offering,
which are estimated to be $100,000.

-3-

DESCRIPTION OF CAPITAL STOCK

The following statements are subject to the detailed provisions of the
Company's Certificate of Incorporation, as amended, and Amended and Restated By-
Laws, do not purport to be complete and are qualified in their entirety by
reference thereto.

PREFERRED STOCK

The authorized Preferred Stock consists of 5,000,000 shares, par value
$0.01 per share. The Board of Directors has the authority, without further
approval by the shareholders, to designate and issue one or a series of
Preferred Stock and to fix the dividend rights, voting rights, conversion rights
(if any), redemption, provisions, liquidation preferences and other rights and
restrictions applicable to each series, which could, among other things,
adversely affect the voting power of the holders of the Common Stock and, under
certain circumstances, make it more difficult for a third party to gain control
of the Company. The Company has no current plans or agreements with respect to
the issuance of any shares of Preferred Stock.

COMMON STOCK

The authorized Common Stock consists of 160,000,000 shares, par value $0.01
per share, of which 32,408,830 shares were issued and outstanding as of March 6,
1997, by approximately 2,593 holders of record. At such date, approximately
2,500,000 shares, either authorized but unissued or Treasury shares, were
available for issuance upon the exercise of stock options granted under the
Company's stock option plan. Of such amount, options to purchase 1,150,400
shares of Common Stock (vested and unvested options) had been granted under the
plan as of March 6, 1997.     

Each holder of shares of Common Stock is entitled to one vote for each
share in all matters to be voted on by shareholders. There are no cumulative
voting rights, which means that the holders of shares entitled to exercise more
than 50 percent of the voting rights are able to elect 100 percent of the
directors to be elected in any year. The affirmative vote of the holders of two-
thirds of the outstanding shares of Common Stock is required to amend the
provisions of the Certificate of Incorporation regarding classification of the
Board of Directors and limitation of directors' liability for breaches of
fiduciary duty of care or to approve the dissolution of the Company, any merger
or consolidation involving the Company or the sale, lease or exchange of all or
substantially all of its assets.

Assuming the sale of all 2,000,000 shares offered hereby and subject to any
changes in the number of outstanding shares that may result from purchases by
the Company from time to time, Mr. Comer will own approximately 47.5 percent of
the Common Stock, which is the Company's only class of voting securities
outstanding. See "Selling Stockholder."     

Dividends are payable to holders of Common Stock when, as and if declared
by the Company's Board of Directors out of funds legally available therefor. In
the event of any liquidation, dissolution or winding up of the Company, the
holders of Common Stock will be entitled to receive a pro rata share of the net
assets of the Company remaining after payment or provision for payment of the
debts and other liabilities of the Company.

The outstanding Common Stock of the Company is legally issued, fully paid
and nonassessable, except that under the Wisconsin Business Corporation Law as
interpreted by the Supreme Court of Wisconsin, the shareholders of the Company,
as shareholders of a corporation which is qualified to do business and which has
a principal place of business in Wisconsin, shall in certain circumstances be
personally liable to employees of the Company, in an amount up to the
consideration paid for their shares, for all debts owing to such employees for
services performed for the Company, but not exceeding six months' service in any
one case.

The holders of Common Stock are not entitled to any preemptive rights.

In accordance with provisions of the General Corporation Law of Delaware,
the Company's Certificate of Incorporation, as amended, eliminates, in certain
circumstances, the personal liability of directors of the Company for breach of
fiduciary duty of care as a director. This provision does not eliminate the
liability of a director for such matters

-4-

as (i) a breach of the director's duty of loyalty to the Company or its
shareholders, (ii) acts or actions by the director not in good faith or which
involve intentional misconduct or a knowing violation of law and (iii)
transactions from which the director derived an improper personal benefit.

Section 203 of the General Corporation Law of the State of Delaware
prevents an "interested shareholder" (generally, a person owning 15 percent or
more of a corporation's outstanding voting stock) from engaging in a "business
combination" with a publicly-held Delaware corporation for three years following
the date such person became an interested shareholder unless (i) before such
person became an interested shareholder, the board of directors of the
corporation approved the transaction in which the interested shareholder became
an interested shareholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested shareholder's
becoming an interested shareholder, the interested shareholder owned at least 85
percent of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers
of the corporation and by certain employee stock plans); or (iii) following the
transaction in which such person became an interested shareholder, the business
combination was approved by the board of directors of the corporation and
authorized at a meeting of shareholders by the affirmative vote of the holders
of two-thirds of the outstanding voting stock of the corporation not owned by
the interested shareholder. A "business combination" includes mergers, stock or
asset sales and other transactions resulting in a financial benefit to the
interested stockholder.

The registrar and transfer agent for the Common Stock is Firstar Trust
Company, Milwaukee, Wisconsin 53202.

PLAN OF DISTRIBUTION

The Selling Stockholder may sell shares of Common Stock registered
hereunder for his own account from time to time in one or more transactions on
or after the date hereof. The aggregate proceeds to the Selling Stockholder
from sales of the Common Stock offered hereby will be the purchase price of such
Common Stock, less any brokerage commissions or discounts. The Company will not
receive any of the proceeds from this offering.

Sales of Common Stock by the Selling Stockholder may be made from time to
time, as market conditions permit, by any of the following means, or any
combination thereof, using Salomon Brothers Inc or such other broker-dealer as
may enter into arrangements with the Selling Stockholder from time to time
(hereafter referred to as the "Broker-Dealer"): (i) ordinary brokerage
transactions on the New York Stock Exchange and transactions in which the 
Broker-Dealer solicits purchasers; (ii) block trades in accordance with the
rules of the New York Stock Exchange in which the Broker-Dealer may attempt to
sell the shares as agent but may position and resell all or a portion of the
block as principal to facilitate the transactions; (iii) "off-board" secondary
distributions, exchange distributions or special offerings in accordance with
the rules of the New York Stock Exchange in which the Broker-Dealer may act as
principal or agent; (iv) sales to the Broker-Dealer in which such Broker-
Dealer purchases the shares as principal and resells such shares for its own
account pursuant to a Prospectus Supplement; (v) sales "at the market" to or
through a market maker or into an existing trading market, on an exchange or
otherwise, for such shares; and (vi) sales in other ways not involving market
makers or established trading markets, including direct sales to institutions or
individual purchasers. The shares of Common Stock are expected to be sold at
prices prevailing at the time of sale, and it is anticipated that the offering
prices will not exceed the last reported sale price for the Common Stock of the
Company on the New York Stock Exchange immediately prior to the determination
thereof. The Broker-Dealer will receive such brokerage commissions or other
compensation as may be negotiated with the Selling Stockholder immediately prior
to the sale. Such commissions or other compensation are not expected to exceed
those customary in the types of transactions involved. The Broker-Dealer may
also receive compensation from purchasers of the shares which is not expected to
exceed that customary in the types of transactions involved.

In connection with the sale of Common Stock offered hereby, the Broker-
Dealer may be deemed to be an underwriter within the meaning of the Securities
Act, in which event the brokerage commissions or discounts received by it may be
deemed to be underwriting compensation. To the extent required by the Securities
Act, additional information relating to the specific shares offered, the price 
at which such shares are offered and the particular selling arrangements, if
any, made with any Broker-Dealer in connection therewith (including any
applicable commission or discounts) will be set forth in an accompanying
Prospectus Supplement or, if appropriate, a post-effective amendment to the
Registration Statement of which this Prospectus is a part. The Company has
agreed to indemnify Salomon Brothers Inc against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, or to contribute to
payments that Salomon Brothers Inc may be required to make in respect thereof.

As a Director of the Company, the Selling Stockholder is subject to the
Company's Statement of Corporate Policy Regarding Transactions in Securities
(the "Statement"), which may be amended from time to time by the Board of
Directors of the Company in its sole discretion. The Statement governs certain
purchases or sales of securities issued by the Company, including the Common
Stock, made by directors, officers, employees or agents of the Company, and
provides, among other things, that no officer or director may purchase or sell
any security issued by the Company, except (a) during a Window Period (as
defined below), (b) in cases of material hardship, with the prior approval of
(i) at least one of the Chairman, any Vice-Chairman or the President, and (ii)
the General Counsel, or (c) pursuant to a public securities offering that has
been registered by the Company under the Securities Act. The Window Period for
sales under the Statement begins on the third business day following (a) the
date of release for publication of the Company's summary statements of sales
and earnings for each fiscal year, and for each of the first and second fiscal
quarters, and (b) the date of release of the Company's summary sales and
earnings for the first 47 weeks of its fiscal year (or comparable eleven-month
period), and extends for fifteen business days thereafter, ending on the
seventeenth business day following such dates. Although the Statement does not
by its terms apply to sales of stock pursuant to a registration statement, the
Selling Stockholder has agreed that sales of the Common Stock offered hereby
will be made only from time to time consistent with the Statement, as amended
from time to time.

-5-

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby and certain other
legal matters will be passed upon for the Company and the Selling Stockholder by
Kirkland & Ellis, a partnership including professional corporations, Chicago,
Illinois. The professional corporations of Howard G. Krane, a director of the
Company, and Robert S. Osborne, Secretary of the Company, are partners in the
law firm of Kirkland & Ellis. Mr. Krane directly or indirectly owns 20,000
shares of Common Stock of the Company.

EXPERTS

The consolidated financial statements and schedule incorporated by
reference in this Prospectus and elsewhere in the Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

-6-

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No dealer, salesperson or other individual has been authorized to give
any information or to make any representation not contained in this Prospectus,
and if given or made, such information or representation must not be relied upon
as having been authorized by the Company or the Selling Stockholder.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the Common Stock offered hereby in any jurisdiction where, or to any person
to whom, it is unlawful to make such offer or solicitation.  Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the facts
set forth in this Prospectus or in the affairs of the Company since the date
hereof or since the dates as of which information is set forth herein.

________________________________

TABLE OF CONTENTS

Page
----

Available Information................... 2
Incorporation of Certain Documents
by Reference........................ 2
The Company............................. 3
Selling Stockholder..................... 3
Use of Proceeds......................... 3
Description of Common Stock............. 4
Plan of Distribution.................... 5
Legal Matters........................... 6
Experts................................. 6

================================================================================

================================================================================
2,000,000 SHARES

[LANDS' END LOGO]

COMMON STOCK

----------
PROSPECTUS
----------

MARCH 10, 1997      
================================================================================

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than brokerage fees and
commissions), all of which are being paid by the Company:

Securities and Exchange Commission Registration Fee..  $ 17,083
Accounting Fees and Expenses.........................    20,000
Legal Fees and Expenses..............................    50,000
Miscellaneous Expenses...............................    12,917
--------

Total...............................................  $100,000
========

All of the above, other than the SEC Registration fee, is estimated.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") permits indemnification of directors, employees and agents of
corporations under certain conditions and subject to certain limitations.
Pursuant to the Delaware Law, the Company has included in Article V of its
Amended and Restated By-Laws (Exhibit 4.4) a provision to indemnify its
directors and officers to the fullest extent permitted by Section 145. The
Company believes that its charter and bylaw provisions are necessary to attract
and retain qualified persons as directors and officers.

The Company's Certificate of Incorporation, as amended, pursuant to Section
102(b)(7) of the Corporation Law, eliminates the personal liability of directors
of the Company for breaches of fiduciary duty, except in certain circumstances.

The Company has purchased a comprehensive directors' and officers'
liability insurance policy.

ITEM 16.  EXHIBITS.

See Index to Exhibits.

ITEM 17.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes

II-1

in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

Provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement;

(2)  That, for the purpose of determining any liability under the
Securities Act 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, and in the capacity indicated, in the City of Dodgeville, State
of Wisconsin, on the 10th day of March, 1997.    

LANDS' END, INC.

By:  /s/  Bradley K. Johnson
------------------------------
Name:  Bradley K. Johnson
Title: Senior Vice President and
Chief Financial Officer

*  *  *  *  *

Pursuant to the requirements of the Securities Act of 1933, this amended
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:        

SIGNATURE                            CAPACITY                          DATE
---------                            --------                          ----

*                    President, Chief Executive Officer        March 10, 1997
--------------------            and Director (principal executive
Michael J. Smith            officer)

/s/ Bradley K. Johnson          Senior Vice President and Chief           March 10, 1997
----------------------          Financial Officer (principal financial
Bradley K. Johnson          and accounting officer)

SIGNATURE                          CAPACITY                          DATE
---------                          --------                          ----

*                   Chairman of the Board and Director       March 10, 1997
--------------------
Gary C. Comer

*                   Vice Chairman of the Board and           March 10, 1997
--------------------------     Director
Richard C. Anderson

*                   Vice Chairman of Sales and Director      March 10, 1997
-----------------------
William E. Ferry

*                   Director                                 March 10, 1997
----------------------
David B. Heller

*                   Director                                 March 10, 1997
----------------------
Howard G. Krane

*                   Director                                 March 10, 1997
----------------------
John N. Latter

*By:/s/ Bradley K. Johnson
----------------------
Bradley K. Johnson
Attorney-in-Fact

INDEX TO EXHIBITS

SEQUENTIALLY
EXHIBIT                                                                                          NUMBERED
NUMBER                                        EXHIBIT                                              PAGE
- -------                                       -------                                              ----

4.1  Certificate of Incorporation of the Company, as amended through October 3, 1986........... (1)
4.2  Amendment to Certificate of Incorporation of the Company, dated August 10, 1987(4)........
4.3  Amendment to Certificate of Incorporation of the Company, dated May 19, 1994(4)...........
4.4  Amended and Restated By-laws of the Company(4)............................................
4.5  Form of certificate representing shares of Common Stock(4)................................
4.6  First Amendment to the Lands' End Retirement Plan......................................... (2)
5.1  Opinion of Kirkland & Ellis(5)............................................................
23.1  Consent of Kirkland & Ellis (included in Exhibit 5.1).....................................
23.2  Consent of Arthur Andersen LLP............................................................
24.1  Power of Attorney(5)...................................................................... (3)

_______________

(1) Incorporated by reference to the respective exhibit to the Company's
Registration Statement on Form S-1 (Reg. No. 33-08217).
(2) Incorporated by reference to the respective exhibit to the Company's
Registration Statement on Form S-8 filed October 1995.
(3) Included in Signature pages on II-3 and II-4.
(4) Denotes exhibit previously filed in paper and restated in electronic format
pursuant to Rule 102(a) of Regulation S-T.

(5) Previously filed.     

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC AUDITORS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated March 8, 1996
included in (or incorporated by reference in) Lands' End, Inc.'s Form 10-K for
the fiscal year ended February 2, 1996 and to all references to our Firm
included in this Registration Statement.

Arthur Andersen LLP

Milwaukee, Wisconsin,
March 6, 1997