As filed with the Securities and Exchange Commission on February 12, 1997     
Registration No. 333-   
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
---------------------
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. [_]
---------------------

CALCULATION OF REGISTRATION FEE
======================================================================================================
PROPOSED MAXIMUM   PROPOSED MAXIMUM
TITLE OF EACH CLASS OF     AMOUNT  TO BE     OFFERING PRICE       AGGREGATE          AMOUNT OF
SECURITIES TO BE REGISTERED       REGISTERED         PER SHARE       OFFERING PRICE    REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------

Common Stock, $0.01 par
value per share...........    2,000,000 shares    $28.1875 (1)       $56,375,000 (1)        $17,083
- -------------------------------------------------------------------------------------------------------

(1) Estimated in accordance with Rule 457(c) solely for the purpose of
determining the registration fee.

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.
================================================================================

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These Securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 12, 1997

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 February 11, 1997 was $27.875 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 February __, 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 February
10, 1997, by approximately 2,600 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 February 10, 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 of 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-

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

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
----------

FEBRUARY   , 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 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 12th day of February, 1997.     

LANDS' END, INC.

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

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael J. Smith, Bradley K. Johnson and Donald
R. Hughes, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

*  *  *  *  *

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

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

/s/ Michael J. Smith            President, Chief Executive Officer       February 12, 1997
--------------------            and Director (principal executive
Michael J. Smith            officer)

/s/ Bradley K. Johnson          Senior Vice President and Chief          February 12, 1997
----------------------          Financial Officer (principal financial
Bradley K. Johnson          and accounting officer)

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

/s/    Gary C. Comer           Chairman of the Board and Director       February 12, 1997
--------------------
Gary C. Comer

/s/    Richard C. Anderson     Vice Chairman of the Board and           February 12, 1997
--------------------------     Director
Richard C. Anderson     

/s/    William E. Ferry        Vice Chairman of Sales and Director      February 12, 1997
-----------------------
William E. Ferry

/s/    David B. Heller         Director                                 February 12, 1997
----------------------
David B. Heller

/s/    Howard G. Krane         Director                                 February 12, 1997
----------------------
Howard G. Krane

/s/    John N. Latter          Director                                 February 12, 1997
---------------------
John N. Latter

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...............................................................
23.1  Consent of Kirkland & Ellis (included in Exhibit 5.1).....................................
23.2  Consent of Arthur Andersen LLP............................................................
24.1  Power of Attorney......................................................................... (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.

Exhibit 4.2

CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF
LANDS' END, INC.

* * * * *

Adopted in accordance with Section 242
of the General Corporation Law
of the State of Delaware

* * * * *

Richard C. Anderson and Robert S. Osborne, being the Vice President
and Secretary, respectively, of Lands' End, Inc., a corporation duly organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), do hereby certify as follows:

FIRST:  The Board of Directors of the Corporation adopted the
resolution set forth below proposing an amendment to the Certificate of
Incorporation of the Corporation (the "Amendment") dated June 24, 1987 and
directed that the Amendment be submitted to the stockholders of the Corporation
for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by deleting the first paragraph of ARTICLE FOURTH and substituting
therefor the following:

The total number of shares of stock which the Corporation has
authority to issue is 35,000,000 shares, of which 5,000,000 shares
shall be designated Serial Preferred Stock, par value $.01 per share
and 30,000,000 shares shall be Common Stock, par value $.01 per share.

Each share of Common Stock, par value $.01 per share, issued at
the time this amendment becomes effective is hereby changed into two
shares of Common Stock, par value $.01 per share.

SECOND:  The Amendment was duly adopted in accordance with Section 228
of the General Corporation Law of the State of Delaware by the holders of two-
thirds (2/3) of the issued and outstanding common stock of the Corporation
entitled to vote by

written consent dated July 20, 1987 and written notice has been given to the
holders of the issued and outstanding Common Stock of the Corporation entitled
to vote which have not consented in writing.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Gary C. Comer, its President, and Robert S. Osborne,
its Secretary, this 10th day of August, 1987.

LANDS' END, INC.

By:  /s/ Richard C. Anderson
-----------------------
Richard C. Anderson,
Vice President

ATTEST:

By:  /s/ Robert S. Osborne
---------------------
Robert S. Osborne
Secretary

-2-

Exhibit 4.3

CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
OF
LANDS' END, INC.

_____________________________________________

Adopted in accordance with the
provisions of Section 242 of the
General Corporation Law
of the State of Delaware

*  *  *  *  *

William T. End and Robert S. Osborne, being the President and
Secretary of Lands' End, Inc., a corporation organized and existing under and by
virtue of the laws of the State of Delaware (the "Corporation"), do hereby
certify as follows:

FIRST:  The Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") is hereby amended by deleting the first
paragraph of ARTICLE FOURTH and substituting in lieu thereof the following:

"The total number of shares of stock which the Corporation has
authority to issue is 165,000,000 shares, of which 5,000,000 shares
shall be designated Serial Preferred Stock, par value $.01 per share,
and 160,000,000 shares shall be Common Stock, par value $.01 per
share."

SECOND:  The Board of Directors of the Corporation approved the
foregoing amendment pursuant to the provisions of Sections 141 and 242 of the
General Corporation Law of the State of Delaware and directed that the amendment
be submitted to the stockholders of the Corporation for their consideration and
approval.

THIRD:  The stockholders of the Corporation approved the foregoing
amendment pursuant to the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
*  *  *

-2-

IN WITNESS WHEREOF, the undersigned, being the President and Secretary
hereinabove named, for the purpose of amending the Certificate of Incorporation
of the Corporation pursuant to the General Corporation Law of the State of
Delaware, under penalties of perjury do each hereby declare and certify that
this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly have hereunto signed this Certificate of Amendment of
Certificate of Incorporation this 18th day of May, 1994.

LANDS' END, INC.

/s/ William T. End
----------------------------
William T. End, President

ATTEST:

/s/ Robert S. Osborne
- ------------------------------
Robert S. Osborne, Secretary

-3-

Exhibit 4.4

Adopted 3/23/93

AMENDED AND RESTATED
--------------------

BY-LAWS
-------

OF
--

LANDS' END, INC.
----------------

A Delaware Corporation

ARTICLE I
---------

OFFICES
-------

Section 1.  Registered Office.  The registered office of the
corporation in the State of Delaware shall be at The Prentice-Hall Corporation
System, Inc., 32 Lookerman Square, Suite L-100, Dover, Delaware 19901.  The name
of the corporation's registered agent at such address shall be The Prentice-Hall
Corporation System, Inc.

Section 2.  Other Offices.  The corporation may also have offices at
such other places, both within and without the State of Delaware, as the board
of directors may from time to time determine or the business of the corporation
may require.

ARTICLE II
----------

MEETINGS OF STOCKHOLDERS
------------------------

Section 1.  Place and Time of Meetings.  An annual meeting of the
stockholders shall be held each year for the purpose of electing directors and
conducting such other business as may come before the meeting.  The date, time
and place of the annual meeting shall be determined by the chairman of the board
of the corporation and if he does not act, the president of the corporation
shall determine the date of such meeting and if he does not act, the board of
directors shall determine the date of such meeting.  Special meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.  Special meetings of the
stockholders may be called by the chairman of the board or the president for any
purpose and shall be called by the secretary if directed by the board of
directors.

Section 2.  Notice.  Written or printed notice of every annual or
special meeting of the stockholders, stating the place, date, time, and, in the
case of special meetings, the purpose or purposes, of such meeting, shall be
given to each stockholder entitled to vote at such meeting not less than 10 nor
more than 60 days before the date of the meeting.  All such notices shall be
delivered, either personally or by mail, by or at the direction of the board of
directors, the chairman of the board, the president or the secretary, and if
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the stockholder at his address as it appears on the
records of the corporation, with postage prepaid.  A stockholder who is present
at a meeting of the stockholders shall be conclusively presumed to have waived
notice of such meeting.

Section 3.  Stockholders List.  The officer having charge of the stock
ledger of the corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, specifying the address of and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

Section 4.  Quorum.  The holders of a majority of the outstanding
shares of capital stock, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders, except as otherwise
provided by statute or by the certificate of incorporation.  If a quorum is not
present, the holders of the shares present in person or represented by proxy at
the meeting, and entitled to vote thereat, shall have the power, by the
affirmative vote of the holders of a majority of such shares, to adjourn the
meeting to another time and/or place.  Unless the adjournment is for more than
thirty days or unless a new record date is set for the adjourned meeting, no
notice of the adjourned meeting need be given to any stockholder, provided that
the time and place of the adjourned meeting were announced at the meeting at
which the adjournment was taken.  At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.

Section 5.  Vote Required.  When a quorum is present or represented by
proxy at any meeting, the vote of the holders of a majority of the shares
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provisions
of an applicable

-2-

law or of the certificate of incorporation a different vote is required, in
which case such express provision shall govern and control the decision of such
question.

Section 6.  Voting Rights.  Except as otherwise provided by the
General Corporation Law of the State of Delaware, by the certificate of
incorporation of the corporation or any amendments thereto or any resolutions
adopted by the board of directors providing for the issuance of Preferred Stock,
and subject to Section 3 of Article VI hereof, every holder of common stock
shall at every meeting of the stockholders be entitled to one vote in person or
by proxy for each share of common stock held by such stockholder, except that no
proxy shall be voted after three years from its date, unless such proxy provides
for a longer period.

Section 7.  Informal Action.  Any action required to be taken at any
annual or special meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.  Any
action taken pursuant to such written consent of the stockholders shall have the
same force and effect as if taken by the stockholders at a meeting thereof.

Section 8.  Notice of Business.  At any annual meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the board of directors, (ii) by
any stockholder of the corporation who is entitled to vote with respect thereto
and who complies with the notice procedures set forth in this Section 8 or (iii)
otherwise as specifically required by these by-laws or applicable law.  For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the corporation.  To be timely, a stockholder's notice must be delivered or
mailed to and received at the principal executive offices of the corporation not
less than 10 business days prior to the date of the annual meeting.  A
stockholder's notice to the secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation's capital
stock that are beneficially owned by such stockholder and (iv) any material
interest of such stockholder in

-3-

such business.  The officer of the corporation or other person presiding over
the annual meeting shall, if the facts so warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 8 and any such business shall not be
transacted.  At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting by or at the
direction of the board of directors or otherwise as specifically required by
these by-laws or applicable law.

Section 9.  Nomination of Directors.  Only persons who are nominated
in accordance with the procedures set forth in this Section 9 shall be eligible
for election as directors.  Nominations of persons for election to the board of
directors of the corporation may be made at a meeting of stockholders at which
directors are to be elected only (i) by or at the direction of the board of
directors or (ii) by any stockholder of the corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 9.  Such nominations, other than those made by or at the
direction of the board of directors, shall be made by timely notice in writing
to the secretary of the corporation.  To be timely, a stockholder's notice shall
be delivered or mailed to and received at the principal executive offices of the
corporation not less than 10 business days prior to the date of the meeting.
Such stockholder's notice shall set forth (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (x) the name and address, as they appear on
the corporation's books, of such stockholder and (y) the class and number of
shares of the corporation's capital stock that are beneficially owned by such
stockholder.  At the request of the board of directors any person nominated by
the board of directors for election as a director shall furnish to the secretary
of the corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.  No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the provisions of this Section 9.  The officer of the corporation or other
person presiding at the meeting shall, if the facts so warrant, determine and
declare to the meeting that a nomination was not made in accordance with such
provisions and any such defective nomination shall be disregarded.

-4-

ARTICLE III
-----------

DIRECTORS
---------

Section 1.  General Powers.  The business and affairs of the
corporation shall be managed by or under the direction of the board of
directors.

Section 2.  Number, Election and Term of Office.  The initial board of
directors shall consist of six members. Thereafter, the number of directors
constituting the board of directors shall be fixed from time to time by
resolution passed by a majority of the whole board by or in the manner provided
in these by-laws, but shall not be less than three.  The directors shall be
divided into three classes, as nearly equal in number as may be, the term of
office of those of the first class to expire at the annual meeting of
stockholders next ensuing after the organizational meeting of the incorporator
to elect directors, the term of office of those of the second class to expire
one year thereafter, and the term of office of those of the third class to
expire one year thereafter.  At each annual election, directors elected to
succeed those whose terms expire shall be elected for a term of office to expire
at the third annual meeting of stockholders after their election.

Section 3.  Removal.  Any director or the entire board of directors
may be removed at any time, with or without cause, by the holders of a majority
of the shares of stock of the corporation then entitled to vote at an election
of directors, except as otherwise provided by law.

Section 4.  Vacancies.  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office though less than a quorum, and
each director so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which such
director has been elected expires and until a successor is duly elected and
qualified or until such director's earlier death, resignation or removal as
hereinafter provided.

Section 5.  Annual Meetings.  The annual meeting of each newly elected
board of directors shall be held without other notice than this by-law
immediately after, and at the same place as, the annual meeting of stockholders.

Section 6.  Other Meetings and Notice.  Regular meetings, other than
the annual meeting, of the board of directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the board of directors.  Special meetings of the board of directors may be
called by or at the request of the chairman of the board or the president on at

-5-

least 24 hours notice to each director, either personally, by telephone, by
mail, or by telegraph; in like manner and on like notice, the chairman of the
board or the president must call a special meeting on the written request of a
majority of directors.

Section 7.  Quorum.  A majority of the total number of directors shall
constitute a quorum for the transaction of business.  The vote of a majority of
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.  If a quorum shall not be present at any meeting of the
board of directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

Section 8.  Committees.  The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation, which
to the extent provided in such resolution shall have and may exercise the powers
of the board of directors in the management and affairs of the corporation
except as otherwise limited by statute.  The board of directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.  Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.  Each committee shall keep
regular minutes of its meetings and report the same to the board of directors
when required.

Section 9.  Committee Rules.  Each committee of the board of directors
may fix its own rules of procedure and shall hold its meetings as provided by
such rules, except as may otherwise be provided by the resolution of the board
of directors designating such committee, but in all cases the presence of at
least a majority of the members of such committee shall be necessary to
constitute a quorum.  In the event that a member and that member's alternate, if
alternates are designated by the board of directors as provided in Section 8 of
this Article III, of such committee is/are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in place of any
such absent or disqualified member.

Section 10.  Audit Committee.  The audit committee shall consist of
not fewer than two members of the board of directors as from time to time
appointed by resolution of the board of directors.  No member of the board of
directors who is also an employee of the corporation shall be eligible to serve
on the audit committee.  The audit committee shall review and, as it shall deem
appropriate, recommend to the board of directors internal accounting and
financial controls of the corporation and accounting principles and auditing
practices and procedures employed in the

-6-

preparation of financial statements of the corporation and the review thereof of
independent public accountants for the corporation.  The audit committee shall
make recommendations to the board of directors concerning the engagement of
independent public accountants to audit the annual financial statements of the
corporation and the scope of the audit to be undertaken by such accountants.

Section 11.  Compensation Committee.  The compensation committee shall
consist of not fewer than two members of the board of directors as from time to
time appointed by resolution of the board of directors.  No member of the board
of directors who is also an employee of the corporation shall be eligible to
serve on the compensation committee.  The compensation committee shall review
and, as it deems appropriate, recommend to the chief executive officer and the
board of directors policies, practices and procedures relating to the
compensation of managerial employees and the establishment and administration of
employee benefit plans, shall have and exercise all authority under any employee
stock option plans of the corporation as the committee therein designated to
administer such plans (unless the board of directors by resolution appoints any
other committee to exercise such authority), and shall otherwise advise and
consult with the president and chief operating officer as may be requested
regarding managerial personnel policies.

Section 12.  Limitation of Liability.  To the extent provided in the
Certificate of Incorporation and permitted by law, no director of the
corporation shall be personally liable for damages to the corporation or its
stockholders arising from any breach of fiduciary duty owed to the corporation
or its stockholders.

Section 13.  Communications Equipment.  Members of the board of
directors or any committee of the board of directors may participate in and act
at any meeting of such board or committee by means of a conference telephone or
other similar communications equipment by means of which all persons
participating in the meeting can hear each other.  Participation in such a
meeting shall constitute attendance and presence in person at the meeting of the
person or persons so participating.

Section 14.  Waiver of Notice and Presumption of Assent.  A director
of the corporation (or a member of a committee) who is present at a meeting of
the board of directors (or a committee thereof, as the case may be) at which
action on any corporate matter is taken shall be conclusively presumed to have
waived notice of such meeting and assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of

-7-

the meeting.  Such right to dissent shall not apply to a director or committee
member who expressly waived notice or who voted in favor of such action, as the
case may be.

Section 15.  Informal Action.  Any action required or permitted to be
taken at any meeting of the board of directors, or of any committee thereof, may
be taken without a meeting if all members of the board of directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board of directors or
committee.

ARTICLE IV
----------

OFFICERS
--------

Section 1.  Number.  The officers of the corporation shall be elected
by the board of directors and shall consist of a chairman of the board, a vice
chairman, a president, a chief operating officer, a chief financial officer, an
executive vice president and one or more vice-presidents, a secretary, a
treasurer, and such other officers and assistant, vice or deputy officers as may
be deemed necessary or desirable by the board of directors.  Any number of
offices may be held by the same person, except that neither the chairman of the
board nor the president shall also hold the office of secretary.  In its
discretion, the board of directors may choose not to fill any office for any
period as it may deem advisable, except that any vacancy in the offices of
chairman of the board, president and secretary shall be filled as soon as is
practicable.

Section 2.  Election and Term of Office.  The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of
stockholders.  If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices created and filled at any meeting of the
board of directors.  Each officer shall hold office until the next annual
meeting of the board of directors and until a successor is duly elected and
qualified or until his earlier death, resignation or removal as hereinafter
provided.

Section 3.  Removal.  Any officer or agent elected by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may

-8-

be filled by the board of directors for the unexpired portion of the term by the
board of directors then in office.

Section 5.  Compensation.  Compensation of all officers shall be fixed
by the board of directors, and no officer shall be prevented from receiving such
compensation by virtue of the fact that he is also a director of the
corporation.

Section 6.  Chairman of the Board.  The chairman of the board shall,
unless otherwise determined by the board of directors, be the chief executive
officer of the corporation, and shall have the powers and perform the duties
incident to that position.  Subject to the board of directors, the chief
executive officer shall be in general and active charge of the entire business
and affairs of the corporation, and shall be its chief policy-making officer.
The chairman of the board shall preside at all meetings of the board of
directors and stockholders and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or as provided in
these by-laws.  Whenever the president is unable to serve, by reason of
sickness, absence or otherwise, the chairman of the board shall perform all the
duties and responsibilities and exercise all powers of the president.

Section 7.  Vice Chairman.  Whenever the chairman of the board is
unable to serve, by reason of sickness, absence or otherwise, the vice chairman
shall have the powers and perform the duties of the chairman of the board.  The
vice chairman shall have such other powers and perform such other duties as may
be prescribed by the chairman of the board or the board of directors or as may
be provided in these by-laws.

Section 8.  President.  Whenever the chairman and the vice chairman of
the board are unable to serve, by reason of sickness, absence or otherwise, the
president shall have the powers and perform the duties of the chairman of the
board.  If so determined by the board of directors, the president shall be the
chief executive officer of the corporation and shall have the power and perform
the duties incident to that position.  The president shall have such other
powers and perform such other duties as may be prescribed by the chairman of the
board or the board of directors or as may be provided in these by-laws.  The
president shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation.

Section 9.  Chief Operating Officer.  The chief operating officer of
the corporation, subject to the board of directors, shall have general and
active management of the business of the corporation, and shall see that all
orders and resolutions of the board of directors are carried into effect.  The
chief operating

-9-

officer shall have such other powers and perform such other duties as may be
prescribed by the chairman of the board or the board of directors or as may be
provided in these by-laws.

Section 10.  Chief Financial Officer.  The chief financial officer of
the corporation shall, under the direction of the chief executive officer, be
responsible for all financial and accounting matters and for the direction of
the offices of treasurer and controller.  Such officer shall have such other
powers and shall perform such other duties as the board of directors may from
time to time prescribe or the chief executive officer may from time to time
delegate to him.

Section 11.  Vice Presidents.  The vice president, or if there shall
be more than one, the executive vice president and then the other vice
presidents in the order determined by the board of directors, shall, in the
absence or disability of the president or chief operating officer, perform the
duties and exercise the powers of the president and shall perform such other
duties and have such other powers as the board of directors may, from time to
time, determine or these bylaws may prescribe.

Section 12.  Secretary and Assistant Secretaries.  The secretary shall
attend all meetings of the board of directors and all meetings of the
stockholders and record all the proceedings of the meetings of the corporation
and of the board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees or other committees of the board
of directors when required.  The secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors; perform such other duties as may be prescribed by the board of
directors, chairman of the board or president, under whose supervision he shall
be; shall have custody of the corporate seal of the corporation and authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of any assistant secretary.  The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.  The
assistant secretary, or if there be more than one, the assistant secretaries in
the order determined by the board of directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

Section 13.  The Treasurer and Assistant Treasurer.  The treasurer
shall have the custody of the corporate funds and securities; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation; shall deposit all monies and other valuable effects in the name and
to the credit of the corporation as may be ordered by the board of directors,
taking proper vouchers for such disbursements; and shall render to

-10-

the chairman of the board, the president and the board of directors, at its
regular meeting or when the board of directors so requires, an account of the
corporation.  If required by the board of directors, the treasurer shall give
the corporation a bond in such sums and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of the office of treasurer and for the restoration to the corporation, in
case of death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the possession
or under the control of the treasurer belonging to the corporation.  The
assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the board of directors, shall in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

Section 14.  Other Officers, Assistant Officers and Agents.  Officers
and assistant, vice or deputy officers and agents, if any, other than those
whose duties are provided for in these bylaws, shall have such authority and
perform such duties as may from time to time be prescribed by resolution of the
board of directors.

ARTICLE V
---------

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
------------------------------------------------

Section 1.  Directors and Officers.  The corporation shall, to the
fullest extent to which it is empowered to do so by the General Corporation Law
of the State of Delaware, or any other applicable laws, as from time to time in
effect, indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against all
expenses (including attorneys' fees and out-of-pocket expenses), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding.  Any director, officer or
employee of the corporation who is or was serving as a director or officer of a
subsidiary of the corporation or of any entity in which the corporation holds an
equity interest shall be deemed to serve in such capacity at the request of the
corporation.

Section 2.  Expenses.  Expenses incurred by any person described in
the preceding paragraph in defending a civil or criminal action, suit or
proceeding described therein shall be paid

-11-

by the corporation in advance of the final disposition of such action, suit or
proceeding unless otherwise determined by the board of directors in the specific
case upon receipt of an undertaking by or on behalf of the director or officer
to repay such amount in the event that it shall ultimately be determined that he
is not entitled to be indemnified by the corporation as authorized in this
Article V.

Section 3.  Contract Rights.  The provisions of this Article V shall
be deemed to be a contract between the corporation and each director or officer
who serves in any such capacity at any time while this Article V and the
relevant provisions of the General Corporation Law of the State of Delaware or
other applicable law, if any, are in effect, and any repeal or modification of
this Article V or any such law shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

Section 4.  Employees and Agents.  Persons who are not covered by the
foregoing provisions of this Article V and who are or were employees or agents
of the corporation, or are or were serving at the request of the corporation as
employees or agents of another corporation, partnership, joint venture, trust or
other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

Section 5.  Article Not Exclusive.  The indemnification provided by
this Article V shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to actions in his
official capacity and as to actions in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

Section 6.  Insurance.  The corporation shall have power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article V.

Section 7.  Merger or Consolidation.  For purposes of this Article V,
references to "the corporation" shall include, in addition to the resulting or
surviving corporation of a merger or consolidation, any constituent corporation
(including any con-

-12-

stituent of a constituent) absorbed in a merger or consolidation which, if its
separate existence had continued, would have had the power and authority to
indemnify its directors, officers, employees and agents, so that any person who
is or was a director, officer,  employee, or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article V with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

ARTICLE VI
----------

CERTIFICATES OF STOCK
---------------------

Section 1.  Form.  Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by
the chairman of the board, the president or a vice-president and the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation.  Where a certificate is signed (1) by a
transfer agent or an assistant transfer agent other than the corporation or its
employee or (2) by a registrar, other than the corporation or its employee, the
signature of any such chairman of the board, president, vice-president,
secretary, or assistant secretary may be a facsimile.  In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation whether because of death, resignation or otherwise
before such certificate or certificates have been delivered by the corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased to
be such officer or officers of the corporation.  All certificates for shares
shall be consecutively numbered or otherwise identified.  The name of the person
to whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the corporation.  All
certificates surrendered to the corporation for transfer shall be cancelled, and
no new certificate shall be issued in replacement until the former certificate
for a like number of shares shall have been surrendered or cancelled, except as
otherwise provided in Section 2 with respect to lost, stolen or destroyed
certificates.

Section 2.  Lost Certificates.  The board of directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the

-13-

making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed.  When authorizing such issue of a new
certificate or certificates, the board of directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, or destroyed certificate or certificates, or his legal
representative, to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3.  Fixing a Record Date.  The board of directors may fix in
advance a date, not more than sixty nor less than ten days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining any consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of capital stock, or to give such consent, and
in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be notwithstanding any transfer
of any stock on the books of the corporation after any such record date fixed as
aforesaid.  If no record date is fixed, the time for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held.  The time for determining stockholders for any
other purpose shall be at the close of business on the date on which the board
of directors adopts the resolution relating thereto.  A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

Section 4.  Registered Stockholders.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of the other person, whether or
not it shall have express or other notice

-14-

thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VII
-----------

GENERAL PROVISIONS
------------------

Section 1.  Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock of the corporation, subject to the provisions of the
certificate of incorporation.  Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think in the best interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Section 2.  Checks.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

Section 3.  Fiscal Year.  The fiscal year of the corporation shall end
on January 31 of each year unless another period shall be fixed by resolution of
the board of directors.

Section 4.  Seal.  The corporate seal shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

Section 5.  Securities Owned By Corporation.  Voting securities in any
other corporation held by the corporation shall be voted by the president,
unless the board of directors specifically confers authority to vote with
respect thereto, which may be general or confined to specific instances, upon
some other person or officer.  Any person authorized to vote securities shall
have the power to appoint proxies, with general power of substitution.

Section 6.  Amendments.  These by-laws may be amended, altered, or
repealed and new by-laws adopted at any meeting of the board of directors by a
majority vote.  The fact that the power to adopt, amend, alter, or repeal the
bylaws has been conferred upon

-15-

the board of directors shall not divest the stockholders of the same powers.

Section 7.  Section Headings.  Section headings in these by-laws are
for convenience of reference only and shall not be given any substantive effect
in limiting or otherwise construing any provision herein.

Section 8.  Inconsistent Provisions.  In the event that any provision
of these bylaws is or becomes inconsistent with any provision of the Certificate
of Incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of these bylaws shall not be given effect to
the extent of such inconsistency but shall otherwise be given full force and
effect.

-16-

Exhibit 4.5

THIS CERTIFICATE IS TRANSFERRABLE                                   COMMON STOCK
IN MILWAUKEE OR IN NEW YORK
PAR VALUE $.01

NUMBER
[Vignette of People and Globe]
SHARES

CUSIP 515086 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS

LANDS' END, INC.

Incorporated under the Laws of the State of Delaware

This Certifies that

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Lands' End,
Inc., transferrable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

DATED:

By

/s/ Robert S. Osborne
Secretary

/s/ Michael J. Smith
President

Countersigned and Registered:
FIRSTAR TRUST COMPANY
(Milwaukee, Wisconsin)
Transfer Agent and Registrar

Authorized Signature

[SEAL]

[LOGO]

LANDS' END, INC.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF WHICH IT IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN --as joint tenants with right of
survivorship and not as tenants in common

UNIF GIFT MIN ACT -- ______Custodian_______
(Cust)         (Minor)
under Uniform Gifts to Minors
Act__________________________
(State)

Additional abbreviations may also be used though not in the above list.

For value received, __________________________hereby sell, assign and transfer
unto

Please insert social security or other
identifying number of assignee
____________________________________________________________________________
____________________________________________________________________________
(Please Print or Typewrite Name and Address, including Zip Code of Assignee)
____________________________________________________________________________

_____________________________________________________________shares of the stock
represented by the within Certificate, and do hereby irrevocably constitute and
appoint

___________________________________________________________Attorney to transfer
the said stock on the books of the within named Corporation with full power of
substitution in the premises.

Dated______________________________

NOTICE:   The signature to this Assignment must correspond with the name as
written upon the face of the certificate in every particular, without
alteration or enlargement or any change whatever.

Exhibit 5.1

[KIRKLAND & ELLIS LETTERHEAD]

To Call Writer Direct:
312 861-2000

February 12, 1997     

Lands' End, Inc.
Lands' End Lane
Dodgeville, WI  53595

Re:  Lands' End, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Lands' End, Inc. (the "Company") in
connection with the proposed registration by the Company of up to 2,000,000
shares of the Company's Common Stock, par value $.01 per share (the "Shares"),
pursuant to a Registration Statement on Form S-3 filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement").

The opinions contained in this letter (herein called "our opinions") are
based exclusively upon Section 180.0622 (formerly numbered Section 180.40) of
the Wisconsin Business Corporation Law and the General Corporation Law of the
State of Delaware, each as now constituted. We express no opinion as to the
applicability of, compliance with, or effect of any other law or governmental
requirement with respect to the Company. For purposes of our opinions we have
assumed without independent investigation that factual information supplied to
us for purposes of our opinions is complete and accurate.

Based upon and subject to the foregoing, we hereby advise you that in our
opinion:

(1) The Company is a corporation existing and in good standing under the
laws of the State of Delaware.

Lands' End, Inc.
January 9, 1997
Page 2

(2) The shares are validly issued, fully paid and non-assessable, except
for assessment pursuant to Section 180.0622 (formerly numbered as Section
180.40) of the Wisconsin Business Corporation Law, as interpreted by the
Wisconsin Supreme Court, for liabilities of the Company to its employees.

For purposes of this letter we have relied without any independent
verification upon (i) information contained in one or more certificates provided
by the Delaware Secretary of State and (ii) factual information supplied to us
by the Company. We have assumed without investigation that there has been no
relevant change or development between the dates as of which the information
cited in the preceding sentence was given and the date of this letter.

We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present law
set forth in Section 180.0622 (formerly numbered Section 180.40) of the
Wisconsin Business Corporation Law or the present laws of the State of Delaware
be changed by legislative action, judicial decision or otherwise.

Very truly yours,

KIRKLAND & ELLIS

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,
February 12, 1997