SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

________________________

FORM 11-K

(Mark One)
X    ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the year ended December 31, 1998
OR 
TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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

Commission file number 1-9769

A.  Full title of the Plan and the address of the Plan, if different from   
that of the issuer named below:

LANDS' END, INC. RETIREMENT PLAN

B.  Name of issuer of the securities held pursuant to the Plan and the      
address of its principal executive officer:

LANDS' END, INC.
LANDS END LANE
DODGEVILLE, WI  53595

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.

LANDS' END, INC. RETIREMENT PLAN

By /s/   DONALD R. HUGHES
Donald R. Hughes
Vice President-Finance

Date:  June 25, 1999

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the previously filed Lands' End,
Inc. Form S-8 Registration Statement (No. 33-63461) for the Lands' End, Inc.
Retirement Plan.

By /s/    ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Milwaukee, Wisconsin,
June 25, 1999

LANDS' END, INC.

RETIREMENT PLAN

FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997

TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

LANDS' END, INC.

RETIREMENT PLAN

FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND 1997

TABLE OF CONTENTS

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS

Statements of Net Assets Available for Plan Benefits, with Fund        
Information as of December 31, 1998 and 1997

Statements of Changes in Net Assets Available for Plan Benefits, with  
Fund Information, for the Years Ended December 31, 1998 and 1997

NOTES TO FINANCIAL STATEMENTS

SCHEDULES SUPPORTING FINANCIAL STATEMENTS

Schedule I:   Item 27(a)-Schedule of Assets Held for Investment
Purposes as of December 31, 1998

Schedule II:  Item 27(d)-Schedule of Reportable Transactions for the   
Year Ended December 31, 1998

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Plan Administrator of the
Lands' End, Inc. Retirement Plan:

We have audited the accompanying statements of net assets available for plan
benefits, with fund information, of Lands' End, Inc. Retirement Plan (the
"Plan") as of December 31, 1998 and 1997 and the related statements of
changes in net assets available for plan benefits, with fund information, for
the years then ended, as listed in the accompanying table of contents.  These
financial statements and the supplemental schedules referred to below are the
responsibility of the plan administrator.  Our responsibility is to express
an opinion on these financial statements and the supplemental schedules based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1998 and 1997, and the changes in its net assets available
for plan benefits, with fund information, for the years then ended, in
conformity with generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules, as listed
in the accompanying table of contents, are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.  The fund information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes
of additional analysis rather than to present the net assets available for
plan benefits and changes in net assets available for plan benefits of each
fund.  The supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

By /s/   ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Milwaukee, Wisconsin,
May, 21, 1999

LANDS' END, INC.
RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION      
AS OF DECEMBER 31, 1998

Fund Information                                      
----------------------------------------------------------

Lands' End,  Partic- 
Cash       Fixed                         Inc.      ipants'           
(In thousands)            Equiva-     Income   Balanced  Equity    Stock       Loan                 
lents       Fund      Fund    Fund      Fund        Fund     Total

INVESTMENTS,        
at fair value:          
American Express Trust 
U.S. Government    
Securities Fund II     $2,695    $     -    $     -    $     -  $   -     $    -     $ 2,695    
IDS Federal Income
Fund, Inc.                  -     13,285          -          -      -          -      13,285
IDS Mutual Fund              -          -     22,870          -      -          -      22,870
American Express Trust
Equity Index Fund I         -          -          -      6,930      -          -       6,930
IDS New Dimensions 
Fund, Inc.                  -          -          -     63,830      -          -      63,830
Templeton Foreign Fund       -          -          -      1,315      -          -       1,315  
Lands' End, Inc.
Stock Fund                  -          -          -          -    745          -         745
Total Investments          2,695     13,285     22,870     72,075    745          -     111,670

LOANS TO PARTICIPANTS          -          -          -          -      -      2,445       2,445

EMPLOYER CONTRIBUTION 
RECEIVABLE                   54        413        423      1,211     71          -       2,172

NET ASSETS AVAILABLE
FOR PLAN BENEFITS        $2,749    $13,698    $23,293    $73,286  $ 816     $2,445    $116,287

<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>

LANDS' END, INC.
RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION      
AS OF DECEMBER 31, 1997

Fund Information                                      
----------------------------------------------------------

Lands' End,  Partic- 
Cash       Fixed                          Inc.      ipants'           
(In thousands)            Equiva-     Income   Balanced  Equity     Stock       Loan                 
lents       Fund      Fund    Funds      Fund        Fund     Total

INVESTMENTS,             
at fair value:          
American Express Trust
U.S. Government   
Securities Fund II      $ 625    $     -    $     -    $     -  $   -      $    -    $    625    
IDS Federal Income
Fund, Inc.                  -     10,478          -          -      -           -      10,478
IDS Mutual Fund              -          -     20,434          -      -           -      20,434
American Express Trust
Equity Index Fund I         -          -          -      3,037      -           -       3,037
IDS New Dimensions 
Fund, Inc.                  -          -          -     47,102      -           -      47,102
Templeton Foreign Fund       -          -          -      1,398      -           -       1,398
Lands' End, Inc.
Stock Fund                  -          -          -          -    443           -         443
Total Investments            625     10,478     20,434     51,537    443           -      83,517

LOANS TO PARTICIPANTS          -          -          -          -      -       1,574       1,574

EMPLOYER CONTRIBUTION
RECEIVABLE                   78        769        895      2,217    107           -       4,066

NET ASSETS AVAILABLE
FOR PLAN BENEFITS         $ 703    $11,247    $21,329    $53,754  $ 550      $1,574     $89,157  

<FN>
The accompanying notes to financial statements are an integral part of this statement.
</FN>

LANDS' END, INC.
RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998

Fund Information
----------------------------------------------------------

Cash    Fixed                      Lands' End,  Partic-               
Equiva-  Income   Balanced  Equity      Inc.      ipants'              
lents    Fund      Fund    Fund     Stock Fund  Loan Fund  Total

(In thousands)
ADDITIONS TO NET ASSETS 
ATTRIBUTED TO:   
Investment income-
Net (depreciation)
appreciation in fair        
value of investments       $    -   $   (56) $(1,200)  $11,050   $(109)     $    -    $  9,685      
Interest and dividend income    71       865    3,132     3,950       4           -       8,022   
Total investment income            71       809    1,932    15,000    (105)          -      17,707   
Contributions-
Employer contributions-
Matching                         45       309      571     1,570      85           -       2,580      
Profit sharing                   54       413      423     1,211      71           -       2,172   
Participants' contributions      119       758    1,503     4,430     259           -       7,069   
Rollovers                         20       177      110       289       -           -         596     

Total contributions               238     1,657    2,607     7,500     415           -      12,417   
Total additions                   309     2,466    4,539    22,500     310           -      30,124   

BENEFITS PAID TO PARTICIPANTS     (35)     (487)    (788)   (1,582)    (15)        (87)     (2,994)    

FUND TRANSFERS                  1,779       615   (1,555)     (816)    (23)          -           -     

LOANS ISSUED TO PARTICIPANTS       (9)     (208)    (333)     (853)    (16)      1,419           -

LOAN PRINCIPAL REPAYMENTS           2        65      101       283      10        (461)          -

NET INCREASE                    2,046     2,451    1,964    19,532     266         871      27,130   

NET ASSETS AVAILABLE 
FOR PLAN BENEFITS:
Beginning of year               703    11,247   21,329    53,754     550       1,574      89,157  
End of year                  $2,749   $13,698  $23,293   $73,286   $ 816      $2,445    $116,287 

<FN>
The accompanying notes to financial statements are an integral part of these statements.
</FN>

LANDS' END, INC.
RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997

Fund Information
-------------------------------------------------------

Cash    Fixed                      Lands' End,  Partic-               
Equiva-  Income   Balanced  Equity      Inc.      ipants'              
lents    Fund      Fund    Funds    Stock Fund  Loan Fund  Total

(In thousands)
ADDITIONS TO NET ASSETS 
ATTRIBUTED TO:   
Investment income-
Net appreciation in fair
value of investments          $  -  $   158 $   208    $ 5,738   $  82       $    -   $ 6,186       
Interest and dividend income      26      620   2,950      3,739       2            -     7,337   
Total investment income             26      778   3,158      9,477      84            -    13,523  
Contributions-
Employer contributions-
Matching                          30      316     560      1,295      49            -     2,250       
Profit sharing                    78      769     895      2,217     107            -     4,066   
Participants' contributions        85      776   1,456      3,498     140            -     5,955   
Rollovers                          30        9      60        538       -            -       637      
Total contributions                223    1,870   2,971      7,548     296            -    12,908   
Total additions                    249    2,648   6,129     17,025     380            -    26,431   

BENEFITS PAID TO PARTICIPANTS      (13)    (346)   (616)      (887)     (8)         (11)   (1,881)   

FUND TRANSFERS                     (77)    (681)   (871)     1,632      (3)           -         -     

LOANS ISSUED TO PARTICIPANTS        (1)     (96)   (142)      (455)     (2)         696         -

LOAN PRINCIPAL REPAYMENTS            2       32      48        161       4         (247)        -

NET INCREASE                       160    1,557   4,548     17,476     371          438    24,550   

NET ASSETS AVAILABLE 
FOR PLAN BENEFITS:
Beginning of year                543    9,690  16,781     36,278     179        1,136    64,607  
End of year                     $703  $11,247 $21,329    $53,754   $ 550       $1,574   $89,157 

<FN>
The accompanying notes to financial statements are an integral part of these statements.
</FN>

LANDS' END, INC.

RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND 1997

(1)  Description of the Plan-

The following description of the Lands' End, Inc. Retirement Plan (the 
"Plan") is provided for general information purposes only.  More       
complete information regarding the Plan's provisions may be found in the 
plan document.

The Plan is a defined contribution plan and covers substantially all   
employees of Lands' End, Inc. (the "Company") who are at least 19 years 
of age as of the end of the Plan year and have completed both six months 
and 1,000 hours of eligible service.  The Plan is sponsored and        
administered by the Company.  The Plan is governed by the Employee     
Retirement Income Security Act of 1974, as amended ("ERISA").

Participants contribute to the Plan through salary reductions in amounts 
not exceeding 15 percent of participants' eligible compensation.  Each 
participant's account is credited with the participant's voluntary     
contributions, the allocation of the Company contributions and Plan    
earnings in accordance with the Plan agreement.  The Plan provides for 
employer matching and profit sharing contributions.  Matching          
contributions are made in amounts equal to 50 percent of participant   
contributions, limited to three percent of participants' eligible      
compensation.  Profit sharing contributions are made at the discretion 
of the Company's Board of Directors and are allocated to each          
participant's account based on his or her eligible compensation level  
(subject to certain Internal Revenue Service limits) in relation to all 
participants' compensation.  Participants are fully vested in          
participant and employer contributions at all times.

Participants have the ability to self-direct their funds.  The following 
are descriptions of the funds:

American Express Trust U.S. Government Securities Fund II is invested 
in U.S. Government and U.S. Agency securities and seeks to provide   
maximum current income consistent with liquidity and conservation of 
capital.

IDS Federal Income Fund, Inc. is an income fund.  This fund is managed 
to help protect the participants' money from loss, while seeking a   
consistent rate of return.

IDS Mutual Fund is a balanced growth and income fund.  This fund     
focuses on securities of medium to large, well-established companies 
that offer long-term capital appreciation and consistent income from 
dividends and interest.

American Express Trust Equity Index Fund I is an equity fund.  This  
fund is invested primarily in common stocks of the Standard & Poor's 
(S&P) 500 Stock Index to achieve a rate of return as close as possible 
to the S&P 500 Index.   

IDS New Dimensions Fund, Inc. is an equity growth fund.  Funds in this 
group seek capital growth, primarily from common stocks.  Income is  
not an investment objective.       

Templeton Foreign Fund is an international equity growth fund.  This 
fund seeks long-term capital growth through a flexible policy of     
investing primarily in stocks of companies located outside the United 
States.  

Lands' End, Inc. Stock Fund is a Company stock fund.  This fund seeks 
long-term capital growth from Lands' End, Inc. common stock and money 
market investments.  Income is not an investment objective.  

(2)  Summary of Significant Accounting Policies-

Basis of Accounting-

The financial statements have been prepared on the accrual basis of    
accounting.

Investments-

Investments are stated at fair market value as determined by the       
custodian by reference to published market data.  Participant loans are 
stated at unpaid principal value.

Net Appreciation (Depreciation) in Fair Market Value of Investments-

Net realized and unrealized appreciation (depreciation) is recorded in 
the accompanying statements of changes in net assets available for plan 
benefits, with fund information, as net appreciation (depreciation) in 
fair market value of investments.  

Administrative Expenses-

All administrative expenses for the Plan were paid by the Company,     
except certain mutual fund expenses that were netted against           
participants' investment yield.

Accounting Estimates-

The preparation of financial statements required the use of certain    
estimates by management in determining the Plan's assets, revenues and 
expenses.  Actual results could differ those estimates.

(3)  Funding Policy-

The Company's contributions to the Plan represent matching and profit  
sharing contributions.  Matching contributions are deposited at        
specified intervals throughout the year.  The employer contribution    
receivable as of December 31, 1998 and 1997, represents the accrued    
profit sharing contribution for the applicable year.

(4)  Loans to Participants-

A participant may borrow the lesser of $50,000 or 50% of his or her    
vested account balance with a minimum loan of $1,000.  Loans are       
repayable through payroll deductions over periods ranging up to 120    
months.  The interest rate is determined by the Plan administrator based 
on prevailing market conditions and is fixed over the term of the note. 
Interest rates ranged from 7.0% to 11.0% during both 1998 and 1997.

(5)  Benefits Paid to Participants-

Benefits paid to participants represent the amounts paid to participants 
who have terminated employment.  The form of payment is a lump-sum     
distribution.  Amounts currently payable to terminated participants    
included in net assets available for plan benefits as of December 31,  
1998 and 1997, was $53,713 and $86,684, respectively.

(6)  Income Tax Status-

The Plan has obtained a determination letter from the Internal Revenue 
Service dated May 16, 1994, approving the Plan as qualified for tax-   
exempt status.  Plan amendments adopted since the last tax determination 
letter will be included in the Company's next filing.  The Company's   
management believes the Plan remains tax-exempt.

(7)  Related Party Transactions-

The Plan periodically invests in common funds managed by the current   
custodian, American Express Trust Company.  Also, the Plan invests in  
the Company's common stock.  These transactions are not considered     
prohibited transactions by statutory exemption under ERISA regulations.

(8)  Plan Termination-

Although it has not expressed any intent to do so, the Company has the 
right under the Plan to discontinue its contributions at any time and to 
terminate the Plan subject to the provisions of ERISA.

(9)  Reconciliation to Form 5500-

The difference between net assets and benefits paid in both the        
financial statements and the Plan's Form 5500 is due to benefit claims 
payable to terminated participants.  This difference as of December 31 
is summarized as follows:
1998              1997 
Net assets per Form 5500            $116,233,395     $ 89,069,994  

Benefit claims payable                    53,713           86,684

Net Assets per Statement of Net
Assets Available for Plan
Benefits                          $116,287,108     $ 89,156,678

Benefits paid to participants per
Form 5500                         $  2,960,789     $  1,864,636 

Change in benefit claims payable          32,971           15,525

Benefits paid to participants per
Statement of Changes in Net Assets
Available for Plan Benefits       $  2,993,760     $  1,880,161

SCHEDULE I
EI No. 36-2512786
Plan No. 001

LANDS' END, INC.

RETIREMENT PLAN

ITEM 27(a)-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

DECEMBER 31, 1998

Description                             Cost         Fair Value

American Express Trust U.S. Government
Securities Fund II (*)                   $ 2,694,724      $ 2,694,724

IDS Federal Income Fund, Inc. (*)           13,317,063       13,285,138

IDS Mutual Fund (*)                         23,342,542       22,870,241

American Express Trust Equity 
Index Fund I (*)                           5,541,899        6,930,206

IDS New Dimensions Fund, Inc. (*)           42,930,790       63,830,368

Templeton Foreign Fund                       1,591,699        1,314,479

Lands' End, Inc. Stock Fund (*)                743,978          744,480

Total Investments                     $90,162,695     $111,669,636

Loan to Participants (interest rates
ranging from 7.0% - 11.0%) (*)           $ 2,444,753     $  2,444,753

(*) Represents a party in interest

The accompanying notes to financial statements are an integral part of this
schedule.

Schedule II
EI No. 36-2512786
Plan No. 001

LANDS' END, INC.

RETIREMENT PLAN

ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS

FOR THE YEAR ENDED DECEMBER 31, 1998

Current Value
Identity of    Description of      Purchase     Selling      Cost of         of Asset on      Net Gain
Party Involved      Asset           Price        Price        Asset        Transaction Date   or (Loss)

CATEGORY 1 - SINGLE TRANSACTION EXCEEDS 5% OF VALUE

***NO TRANSACTIONS QUALIFIED FOR THIS SECTION***

CATEGORY 2 - SERIES OF TRANSACTIONS WITH SAME BROKER EXCEEDS 5% OF VALUE

***NO TRANSACTIONS QUALIFIED FOR THIS SECTION***

CATEGORY 3 - SERIES OF TRANSACTIONS IN SAME SECURITY EXCEEDS 5% OF VALUE

Plan Trade     IDS Federal Income   $ 5,324,401  ----------  $ 5,324,401     $ 5,324,401    ----------
IDS Federal Income   -----------  $7,790,030  $ 7,764,834     $ 7,790,026    $   25,198

Plan Trade     IDS Mutual           $ 7,078,465  ----------  $ 7,078,465     $ 7,078,465    ----------
IDS Mutual           -----------  $3,438,990  $ 3,233,146     $ 3,438,980    $  205,844

Plan Trade     IDS New Dimensions   $13,998,239  ----------  $13,998,239     $13,998,239    ----------
IDS New Dimensions   -----------  $7,327,960  $ 4,801,690     $ 7,327,972    $2,526,270 

Plan Trade     US Gov't Sec. II     $ 5,233,964  ----------  $ 5,233,964     $ 5,233,964    ----------
US Gov't Sec. II     -----------  $3,127,457  $ 3,172,457     $ 3,172,457    ---------- 

<FN>
The accompanying notes to financial statements are an integral part of this schedule.
</FN>