October 17, 1995




Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of
1933, we are transmitting herewith the attached Form S-8 dated
October 17, 1995.



Sincerely,



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







As filed with the Securities and Exchange Commission on October 17, 1995.
                                                Registration No. __________  
              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           __________
                            FORM S-8
     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       (I.R.S. Employer
          of incorporation or organization)   Identification Number)

        One Lands' End Lane, Dodgeville, Wisconsin 53595
            (Address of principal executive offices)

                LANDS' END, INC. RETIREMENT PLAN
                    (Full title of the plan)

                      Mr. Michael J. Smith
                     Chief Executive Officer
                        Lands' End, Inc.
                       One 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:
                      Toni B. Merrick, Esq.
                        Kirkland & Ellis
                     200 East Randolph Drive
                     Chicago, Illinois 60601

                 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Title of      |Amount to be|Proposed Maximum|Proposed Maximum  |Amount of   
Securities to |Registered  |Offering Price  |Aggregate Offering|Registration
be Registered |(1)(2)      |Per Share(1)    |Price(1)          |Fee(1)      
- ----------------------------------------------------------------------------
Common Stock, |            |                |                  |          
$.01 par value|            |                |                  |          
per share     |200,000     |$15.19          |$3,038,000        |$1,047.59 
- ----------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) solely for the purpose of  
     calculating the amount of the registration fee based upon the 
     average of the high and low prices reported for the shares on 
     the New York Stock Exchange on October 4, 1995.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act 
     of 1933, this registration statement also covers an          
     indeterminate amount of interests in the plan to be offered or 
     sold pursuant to the terms described thereon.
     As filed with the Securities and Exchange Commission on



                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation by Reference

          The following documents filed by Lands' End, Inc. (the  
     "Company") or Lands' End, Inc. Retirement Plan (the "Plan")  
     with the Securities and Exchange Commission are incorporated 
     herein by reference except to the extent that any statement or 
     information therein is modified, superseded or replaced by a 
     statement or information contained in any subsequently filed 
     document incorporated by reference.

          1.   Lands' End, Inc. Annual Report on Form 10-K for the 
               Fiscal Year ended January 27, 1995.

          2.   Lands' End, Inc. Quarterly Report on Form 10-Q for 
               the Fiscal Quarter ended July 28, 1995.

          3.   The description of Lands' End, Inc. Common Stock   
               contained in the registration statement filed by   
               Lands' End, Inc. on Form 8-A (File No. 1-9769) dated 
               November 5, 1987 and entered December 4, 1987.

          4.   All other reports filed pursuant to Section 13(a)  
               or 15(d) of the Securities Exchange Act of 1934, as 
               amended, since the end of the fiscal period covered 
               by the Registrant document referred to in (1) above.

          5.   All documents subsequently filed by the Company    
               pursuant to Section 13(a), 13(c), 14 and 15(d) of  
               the Securities Exchange Act of 1934, as amended,   
               prior to the filing of a post-effective amendment  
               which indicates that all securities offered hereby 
               have been sold or which deregisters all securities 
               then remaining unsold, shall be deemed incorporated 
               by reference in this Registration Statement and    
               shall be a part hereof from the date of filing of  
               such documents.

Item 4.   Description of Securities

          Not applicable.


Item 5.   Interests of Named Experts and Counsel

          Not applicable.

                                     2





Item 6.   Indemnification of Officers and Directors

          Section 145 of the General Corporation Law of the State 
     of Delaware (the "Corporation Law") permits                  
     indemnification of directors, officers, employees and        
     agents of corporations under certain conditions and          
     subject to certain limitations.  Article V of the By-Laws    
     of the Company provides for the indemnification of           
     directors and officers of the Company to the fullest         
     extent permitted by Section 145.

          The Company's Certificate of Incorporation, 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 with a policy limit of  
     $20 million.


Item 7.   Exemption from Registration Claimed

          Not applicable.


Item 8.   Exhibits

          See "Index to Exhibits."


Item 9.   Undertakings

          1.  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 reports  
     pursuant to Section 13(a) or 15(d) of the Securities Exchange 
     Act of 1934 (and, where applicable, each filing of the Plan's 
     annual report pursuant to Section 15(d) of the Securities    
     Exchange Act of 1934) that is incorporated by reference in the 
     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. 

          2.  The undersigned Registrant hereby undertakes (a) to 
     file, during any period in which offers or sales are being   
     made, a post-effective amendment to this registration        
     statement 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; (b) that, for the 

                                     3





     purpose of determining any liability under the Securities Act 
     of 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; and (c) 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.

          3.  Insofar as indemnification for liabilities arising  
     under the Securities Act of 1933 (the "Act") 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 their respective   
     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.

                                     4





                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the filing requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dodgeville, State of Wisconsin, on
October 17, 1995.

                                  LANDS' END, INC.

                                  By: /s/ STEPHEN A. ORUM
                                     Stephen A. Orum
                                     Executive Vice President,
                                     Chief Operating
                                     and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 17, 1995.

          SIGNATURE                                CAPACITY



/s/ RICHARD C. ANDERSON               Vice Chairman of the Board and Director
Richard C. Anderson


/s/ GARY C. COMER                    Chairman of the Board and Director
Gary C. Comer


/s/ DAVID B. HELLER                  Director
David B. Heller


/s/ HOWARD G. KRANE                  Director
Howard G. Krane


/s/ JOHN N. LATTER                   Director
John N. Latter


/s/ STEPHEN A. ORUM                  Executive Vice President, Chief 
Stephen A. Orum                      Operating and Chief Financial Officer  
                                     (principal financial and accounting    
                                      officer)

/s/ MICHAEL J. SMITH                 President and Director (Chief
Michael J. Smith                     Executive Officer)

                                     5






The Plan.  Pursuant to the requirement of the Securities Act of 1933,
the Plan Administrator for the Plan has caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Dodgeville, State of Wisconsin, on          
October 17, 1995.


                            Lands' End, Inc. Retirement Plan



                            By:/s/ STEPHEN A. ORUM                     
                               Stephen A. Orum  
                               Executive Vice President, Chief
                               Operating and Chief Financial
                               Officer (principal financial
                               and accounting officer)

                                     6






                               INDEX TO EXHIBITS

                                                                       
                                                            Sequentially
Exhibit                                                     Numbered
  No.           Description of Exhibit                      Page*      


 4.1            Lands' End, Inc. Retirement Plan 
                incorporated herein by reference
                contained in Lands' End, Inc.
                Annual Report on Form 10-K for the 
                Fiscal Year ended January 28, 1994 
                (file No. 1-9769).

 4.2            First Amendment to the Lands' End, Inc.         8
                Retirement Plan

 5.1            Undertaking of Registrant                      15

23.1            Consent of Arthur Andersen LLP                 16


                                     7




                                                   EXHIBIT 4.2
FIRST AMENDMENT
TO THE
LANDS' END, INC. RETIREMENT PLAN


          WHEREAS, Lands' End, Inc. (the "Company") has established
and maintains a profit sharing plan for the benefit of employees of
the Company entitled the "Lands' End, Inc. Retirement Plan" (the
"Plan"); and

          WHEREAS, the Company desires to amend the Plan in certain
respects in order to provide additional investment alternatives
under the Plan;

          NOW, THEREFORE, in accordance with the power of amendment
contained in Section 12.1 of the Plan, the Plan is hereby amended
as follows:

          1.   Section 1.1 of the Plan is hereby amended by adding
the following new sentence at the end thereof:
     The plan was subsequently amended effective as of October 1, 
     1995, to allow certain participants to invest participant    
     elective contributions, employer matching contributions, and 
     profit sharing contributions in a fund primarily invested in 
     common stock of the company.

          2.   Section 3.5 of the Plan is hereby amended by adding
the following new sentence at the end thereof:
     Notwithstanding the foregoing, for any distribution received 
     by an employee on and after January 1, 1993, a "qualifying   
     rollover contribution" means the contribution to the plan by 
     an employee of a portion or all of an "eligible rollover     
     distribution" as such term is defined in Section 402(f)(2)(A) 
     of the Code or as referred to in Section 401(a)(31)(C) of the 
     Code.
                                     8





          3.   Section 3.7 of the Plan is hereby amended in its
entirety to provide as follows:
     For purposes of the plan, a participant with respect to whom 
     a qualifying rollover contribution or a transfer of benefits 
     is made in accordance with section 3.5 or 3.6, respectively, 
     shall not be eligible (i) to make elective contributions or  
     to have employer contributions made on his behalf before     
     becoming a participant for all purposes of the plan in       
     accordance with section 2.1, or (ii) to invest any portion of 
     such qualifying rollover contribution or transfer of benefits 
     in the Lands' End, Inc. Stock Fund as described in section   
     5.4.

          4.   Section 5.4 of the Plan is hereby amended by: (i)
redesignating subparagraphs (a), (b), and (c) thereof as,
respectively, subparagraphs (b), (c), and (d) thereof; (ii)
replacing the words "effective date" in the last sentence of the
first full paragraph thereof with the date "October 1, 1995"; (iii)
adding the following new subparagraph (a) thereto to provide as
follows:
     (a)  The "American Express U.S. Government Securities Fund II"
which shall be invested and reinvested in U.S. government and
government agency securities and shall seek to provide maximum
current income consistent with liquidity and conservation of
capital.
and (iv) by adding the following new paragraph immediately
following subparagraph (d) thereof to provide as follows:
     It is contemplated that, effective beginning with investment 
     elections as of October 1, 1995, there will be established a 
     "Lands' End, Inc. Stock Fund" which normally shall be invested 
     and reinvested primarily in shares of common stock of the    
     company ("company shares") which constitute "qualifying      
     employer securities" under Section 407(d)(5) of the Employee 
     Retirement Income Security Act of 1974, as amended ("ERISA").


                                     9





          5.   Article 5 of the Plan is hereby amended by
redesignating Sections 5.5 through 5.10 thereof as Sections 5.6
through 5.11 thereof, respectively, and by adding the following new
Section 5.5 thereof to provide as follows:
          5.5  Investments in Company Shares.  Effective beginning 
     with investment elections as of October 1, 1995, (or, if the 
     Lands' End, Inc. Stock Fund has not then been established,   
     effective beginning with investment elections as of the first 
     January 1 or April 1 thereafter as of which the Lands' End,  
     Inc. Stock Fund has been established) and subject to the     
     provisions of section 5.6, participants may elect to have a  
     portion of their elective contribution account and employer  
     contribution account invested by the trustee in the Lands'   
     End, Inc. Stock Fund.  For this purpose it is intended that  
     the plan be considered an "eligible individual account plan" 
     which explicitly provides for the acquisition and holding of 
     "qualifying employer securities" (as such term is defined in 
     Sections 407(d)(3) and 407(d)(5) of ERISA) and that the      
     trustee may invest up to one hundred percent of the trust fund 
     held by it in company shares, to the extent elected by       
     participants.  Company shares may be acquired by the trustee 
     through purchases on the open market, private purchases,     
     purchases from the employers (including purchases from the   
     company of treasury shares or authorized but unissued shares), 
     or otherwise.  Except with respect to company shares purchased 
     on the open market, no purchase of company shares shall be   
     made at a price in excess of the closing price on the New York 
     Stock Exchange for company shares on the business day on which 
     company shares were last traded next preceding the date of   
     purchase.  Pending investment in company shares, the         
     participant elective contributions, employer matching        
     contributions and profit sharing contributions invested in the 
     Lands' End, Inc. Stock Fund pursuant to participant investment 
     elections may be invested in cash.

          6.   Section 5.6 of the Plan (as redesignated from
Section 5.5 pursuant to paragraph 5 above) is hereby amended by
adding the following new paragraph at the end thereof:
     Notwithstanding the foregoing, no participant may elect to   
     transfer any amount of his account balances invested in any of 
     the funds designated in subparagraphs (a) through (d) of     
     section 5.4 from any such fund to the Lands' End, Inc. Stock 
     Fund, and no more than fifteen percent of the future         
     contributions made on behalf of any participant may be       
     invested in the Lands' End, Inc. Stock Fund.  Notwithstanding 
     any other provision of the plan to the contrary, no "officer" 
     of the company (as defined in Section 142 of the Delaware    
     General Corporation Law) and no other individual who is

                                     10




     considered an "insider" for purposes of Section 16(b) of the 
     Securities Exchange Act of 1934 shall be permitted to invest 
     any portion of their accounts in the Lands' End, Inc. Stock  
     Fund.

          7.   Section 5.9 of the Plan (as redesignated from
Section 5.8 pursuant to paragraph 5 above) is hereby amended by
replacing the final sentence thereof in its entirety with the
following:
     The "adjusted net worth" of the trust fund or an investment  
     fund as of any date means the net worth of the trust fund or 
     the investment fund as determined by the trustee or the      
     investment manager or insurance company with custody of that 
     investment fund in accordance with the provisions of the     
     applicable agreement with the trustee or the investment      
     manager or insurance company.

          8.   Article 5 of the Plan is hereby amended by adding
the following new Section 5.12 thereto to provide as follows:
          5.12 Allocation of Company Shares.  As of each accounting 
     date, all company shares then held under the Lands' End, Inc. 
     Stock Fund shall be considered as purchased for the accounts 
     of participants who have elected to invest in the Lands' End, 
     Inc. Stock Fund to the extent their respective accounts can be 
     charged therefore on the basis of the established unit value 
     of the Lands' End, Inc. Stock Fund as determined by the      
     investment manager of the Lands' End, Inc. Stock Fund.  The  
     interest of a participant who has elected to invest in the   
     Lands' End, Inc. Stock Fund at any time shall be an amount   
     equal to the then value of a unit in the Lands' End, Inc.    
     Stock Fund, and multiplied by the number of units then       
     credited to such participants. 

          9.   Article 5 of the Plan is hereby amended by adding
the following new Section 5.13 thereto to provide as follows:
          5.13 Additional Accounting Rules.  The following
additional accounting rule applies to participants who have elected
to invest in the Lands' End, Inc. Stock Fund and have had company
shares credited to their accounts:

          If rights or warrants are issued with respect to any    
          company shares held by the trustee, such rights or      
          warrants shall be sold by the trustee and the proceeds  
          thereof shall be appropriately reflected in participants' 
          accounts in accordance with rules established by the plan 
          administrator and uniformly applied.

                                     11




          10.  Article 5 of the Plan is hereby amended by adding
the following new Section 5.14 thereto to provide as follows:
               5.14 Voting of Company Shares.  The trustee shall  
          furnish to each participant who has company shares      
          credited to his accounts notice of the date and purpose 
          of each meeting of the stockholders of the company at   
          which such company shares are entitled to be voted.  The 
          trustee shall request from each such participant        
          instructions as to the voting at that meeting of company 
          shares credited to his accounts.  If the participant    
          furnishes such instructions to the trustee within the   
          time specified in the notification given to him, the    
          trustee shall vote such company shares in accordance with 
          the participant's instructions, except as may otherwise 
          be required by ERISA.  Such instructions shall be held in 
          confidence and shall not be divulged or released to any 
          person including any officer or any other employee of the 
          company.  All company shares credited to accounts as to 
          which the trustee does not receive voting instructions as 
          specified above, and all unallocated company shares held 
          by the trustee, shall be voted by the trustee           
          proportionately in the same manner as the trustee votes 
          company shares to which the trustee has received voting 
          instructions as specified above, except as may otherwise 
          be required by ERISA.  Similarly, the trustee shall     
          furnish to each participant who has company shares      
          credited to his accounts notice of any tender offer for, 
          or a request or invitation for tenders of, company shares 
          made to the trustee.  The trustee shall request from each 
          such participant instructions as to the tendering of    
          company shares credited to his accounts and for this    
          purpose the trustee shall provide participants with a   
          reasonable period of time in which they may consider any 
          such tender offer for or request or invitation for      
          tenders of company shares made to the trustee.  Such    
          instructions shall be held in confidence and shall not be 
          divulged or released to any person including any officer 
          or any other employee of the company.  The trustee shall 
          tender the company shares as to which the trustee has   
          received instructions to tender from participants within
          the time specified by the trustee, except as may        
          otherwise be required by ERISA.  Company shares credited 
          to accounts as to which the trustee has not received    
          instructions from participants shall not be tendered,   
          unless otherwise required by ERISA.  As to all          
          unallocated company shares held by the trustee, the     
          trustee shall tender the same proportion thereof as the 
          number of allocated shares to be tendered bears to the  
          total number of allocated shares (and accordingly with  
          the number of unallocated company shares not being      
          tendered being the same proportion thereof that the     
          number of allocated company shares which are not being  
          tendered bears to the total number of allocated company 

                                     12





          shares), except as may otherwise be required by ERISA.  
          In carrying out the trustee's responsibilities hereunder 
          the trustee may rely on information furnished by the plan 
          administrator, including the names and current addresses 
          of participants, the number of company shares credited to 
          their accounts, and the number of shares held by the    
          trustee that have not been allocated.

          11.  Article 6 of the Plan is hereby amended by modifying
the second sentence of Section 6.2 thereof to read as follows:
     Payment shall be made in cash; provided, that amounts payable 
     from the Lands' End, Inc. Stock Fund may be paid in cash or  
     company shares, at the participant's discretion, provided    
     further that any fractional amount of company shares allocated 
     to a participant's accounts shall be paid in cash.  Payments 
     from the Lands' End, Inc. Stock Fund that are made in cash   
     instead of company shares shall have a value equal to the    
     proceeds obtained by the trustee for the company shares sold 
     to make such distribution.

                                     13






          IN WITNESS WHEREOF, the Company has caused this amendment

to be signed on its behalf by its duly authorized representative
 
this 17th day of October, 1995.


                             LANDS' END, INC.                     
                            


                             By:  /s/ STEPHEN A. ORUM             
                                  Stephen A. Orum                 
                                  Executive Vice President,  Chief 
                                  Operating and Chief Financial   
                                  Officer (principal financial and 
                                  accounting officer)     
                            














                                     14







                                               EXHIBIT 5.1

Undertaking of Registrant.  The Registrant hereby undertakes that
it will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS
in order to qualify the plan.














                                     15






                                              EXHIBIT 23.1

                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated March 3, 1995, included (or incorporated by
reference) in the Lands' End, Inc Form 10-K for the fiscal year
ended January 27, 1995, and to all references to our Firm
included in this registration statement.


                                                                  
/s/ ARTHUR ANDERSEN LLP 

    Milwaukee, Wisconsin 
    October 11, 1995











                                     16
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October 17, 1995

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of
1933, we are transmitting herewith the attached Form S-8 dated
October 17, 1995.

Sincerely,

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

As filed with the Securities and Exchange Commission on October 17, 1995.
                                                Registration No. __________  
              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                           __________
                            FORM S-8
     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       (I.R.S. Employer
          of incorporation or organization)   Identification Number)

        One Lands' End Lane, Dodgeville, Wisconsin 53595
            (Address of principal executive offices)

                LANDS' END, INC. RETIREMENT PLAN
                    (Full title of the plan)

                      Mr. Michael J. Smith
                     Chief Executive Officer
                        Lands' End, Inc.
                       One 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:
                      Toni B. Merrick, Esq.
                        Kirkland & Ellis
                     200 East Randolph Drive
                     Chicago, Illinois 60601

                 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Title of      |Amount to be|Proposed Maximum|Proposed Maximum  |Amount of   
Securities to |Registered  |Offering Price  |Aggregate Offering|Registration
be Registered |(1)(2)      |Per Share(1)    |Price(1)          |Fee(1)      
- ----------------------------------------------------------------------------
Common Stock, |            |                |                  |          
$.01 par value|            |                |                  |          
per share     |200,000     |$15.19          |$3,038,000        |$1,047.59 
- ----------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(h) solely for the purpose of  
     calculating the amount of the registration fee based upon the 
     average of the high and low prices reported for the shares on 
     the New York Stock Exchange on October 4, 1995.

(2)  In addition, pursuant to Rule 416(c) under the Securities Act 
     of 1933, this registration statement also covers an          
     indeterminate amount of interests in the plan to be offered or 
     sold pursuant to the terms described thereon.
     As filed with the Securities and Exchange Commission on

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation by Reference

          The following documents filed by Lands' End, Inc. (the  
     "Company") or Lands' End, Inc. Retirement Plan (the "Plan")  
     with the Securities and Exchange Commission are incorporated 
     herein by reference except to the extent that any statement or 
     information therein is modified, superseded or replaced by a 
     statement or information contained in any subsequently filed 
     document incorporated by reference.

          1.   Lands' End, Inc. Annual Report on Form 10-K for the 
               Fiscal Year ended January 27, 1995.

          2.   Lands' End, Inc. Quarterly Report on Form 10-Q for 
               the Fiscal Quarter ended July 28, 1995.

          3.   The description of Lands' End, Inc. Common Stock   
               contained in the registration statement filed by   
               Lands' End, Inc. on Form 8-A (File No. 1-9769) dated 
               November 5, 1987 and entered December 4, 1987.

          4.   All other reports filed pursuant to Section 13(a)  
               or 15(d) of the Securities Exchange Act of 1934, as 
               amended, since the end of the fiscal period covered 
               by the Registrant document referred to in (1) above.

          5.   All documents subsequently filed by the Company    
               pursuant to Section 13(a), 13(c), 14 and 15(d) of  
               the Securities Exchange Act of 1934, as amended,   
               prior to the filing of a post-effective amendment  
               which indicates that all securities offered hereby 
               have been sold or which deregisters all securities 
               then remaining unsold, shall be deemed incorporated 
               by reference in this Registration Statement and    
               shall be a part hereof from the date of filing of  
               such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

                                     2

Item 6.   Indemnification of Officers and Directors

          Section 145 of the General Corporation Law of the State 
     of Delaware (the "Corporation Law") permits                  
     indemnification of directors, officers, employees and        
     agents of corporations under certain conditions and          
     subject to certain limitations.  Article V of the By-Laws    
     of the Company provides for the indemnification of           
     directors and officers of the Company to the fullest         
     extent permitted by Section 145.

          The Company's Certificate of Incorporation, 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 with a policy limit of  
     $20 million.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          See "Index to Exhibits."

Item 9.   Undertakings

          1.  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 reports  
     pursuant to Section 13(a) or 15(d) of the Securities Exchange 
     Act of 1934 (and, where applicable, each filing of the Plan's 
     annual report pursuant to Section 15(d) of the Securities    
     Exchange Act of 1934) that is incorporated by reference in the 
     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. 

          2.  The undersigned Registrant hereby undertakes (a) to 
     file, during any period in which offers or sales are being   
     made, a post-effective amendment to this registration        
     statement 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; (b) that, for the 

                                     3

     purpose of determining any liability under the Securities Act 
     of 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; and (c) 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.

          3.  Insofar as indemnification for liabilities arising  
     under the Securities Act of 1933 (the "Act") 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 their respective   
     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.

                                     4

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the filing requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dodgeville, State of Wisconsin, on
October 17, 1995.

                                  LANDS' END, INC.

                                  By: /s/ STEPHEN A. ORUM
                                     Stephen A. Orum
                                     Executive Vice President,
                                     Chief Operating
                                     and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 17, 1995.

          SIGNATURE                                CAPACITY

/s/ RICHARD C. ANDERSON               Vice Chairman of the Board and Director
Richard C. Anderson

/s/ GARY C. COMER                    Chairman of the Board and Director
Gary C. Comer

/s/ DAVID B. HELLER                  Director
David B. Heller

/s/ HOWARD G. KRANE                  Director
Howard G. Krane

/s/ JOHN N. LATTER                   Director
John N. Latter

/s/ STEPHEN A. ORUM                  Executive Vice President, Chief 
Stephen A. Orum                      Operating and Chief Financial Officer  
                                     (principal financial and accounting    
                                      officer)

/s/ MICHAEL J. SMITH                 President and Director (Chief
Michael J. Smith                     Executive Officer)

                                     5

The Plan.  Pursuant to the requirement of the Securities Act of 1933,
the Plan Administrator for the Plan has caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Dodgeville, State of Wisconsin, on          
October 17, 1995.

                            Lands' End, Inc. Retirement Plan

                            By:/s/ STEPHEN A. ORUM                     
                               Stephen A. Orum  
                               Executive Vice President, Chief
                               Operating and Chief Financial
                               Officer (principal financial
                               and accounting officer)

                                     6

                               INDEX TO EXHIBITS

                                                                       
                                                            Sequentially
Exhibit                                                     Numbered
  No.           Description of Exhibit                      Page*      

 4.1            Lands' End, Inc. Retirement Plan 
                incorporated herein by reference
                contained in Lands' End, Inc.
                Annual Report on Form 10-K for the 
                Fiscal Year ended January 28, 1994 
                (file No. 1-9769).

 4.2            First Amendment to the Lands' End, Inc.         8
                Retirement Plan

 5.1            Undertaking of Registrant                      15

23.1            Consent of Arthur Andersen LLP                 16

                                     7

                                                   EXHIBIT 4.2
FIRST AMENDMENT
TO THE
LANDS' END, INC. RETIREMENT PLAN

          WHEREAS, Lands' End, Inc. (the "Company") has established
and maintains a profit sharing plan for the benefit of employees of
the Company entitled the "Lands' End, Inc. Retirement Plan" (the
"Plan"); and

          WHEREAS, the Company desires to amend the Plan in certain
respects in order to provide additional investment alternatives
under the Plan;

          NOW, THEREFORE, in accordance with the power of amendment
contained in Section 12.1 of the Plan, the Plan is hereby amended
as follows:

          1.   Section 1.1 of the Plan is hereby amended by adding
the following new sentence at the end thereof:
     The plan was subsequently amended effective as of October 1, 
     1995, to allow certain participants to invest participant    
     elective contributions, employer matching contributions, and 
     profit sharing contributions in a fund primarily invested in 
     common stock of the company.

          2.   Section 3.5 of the Plan is hereby amended by adding
the following new sentence at the end thereof:
     Notwithstanding the foregoing, for any distribution received 
     by an employee on and after January 1, 1993, a "qualifying   
     rollover contribution" means the contribution to the plan by 
     an employee of a portion or all of an "eligible rollover     
     distribution" as such term is defined in Section 402(f)(2)(A) 
     of the Code or as referred to in Section 401(a)(31)(C) of the 
     Code.
                                     8

          3.   Section 3.7 of the Plan is hereby amended in its
entirety to provide as follows:
     For purposes of the plan, a participant with respect to whom 
     a qualifying rollover contribution or a transfer of benefits 
     is made in accordance with section 3.5 or 3.6, respectively, 
     shall not be eligible (i) to make elective contributions or  
     to have employer contributions made on his behalf before     
     becoming a participant for all purposes of the plan in       
     accordance with section 2.1, or (ii) to invest any portion of 
     such qualifying rollover contribution or transfer of benefits 
     in the Lands' End, Inc. Stock Fund as described in section   
     5.4.

          4.   Section 5.4 of the Plan is hereby amended by: (i)
redesignating subparagraphs (a), (b), and (c) thereof as,
respectively, subparagraphs (b), (c), and (d) thereof; (ii)
replacing the words "effective date" in the last sentence of the
first full paragraph thereof with the date "October 1, 1995"; (iii)
adding the following new subparagraph (a) thereto to provide as
follows:
     (a)  The "American Express U.S. Government Securities Fund II"
which shall be invested and reinvested in U.S. government and
government agency securities and shall seek to provide maximum
current income consistent with liquidity and conservation of
capital.
and (iv) by adding the following new paragraph immediately
following subparagraph (d) thereof to provide as follows:
     It is contemplated that, effective beginning with investment 
     elections as of October 1, 1995, there will be established a 
     "Lands' End, Inc. Stock Fund" which normally shall be invested 
     and reinvested primarily in shares of common stock of the    
     company ("company shares") which constitute "qualifying      
     employer securities" under Section 407(d)(5) of the Employee 
     Retirement Income Security Act of 1974, as amended ("ERISA").

                                     9

          5.   Article 5 of the Plan is hereby amended by
redesignating Sections 5.5 through 5.10 thereof as Sections 5.6
through 5.11 thereof, respectively, and by adding the following new
Section 5.5 thereof to provide as follows:
          5.5  Investments in Company Shares.  Effective beginning 
     with investment elections as of October 1, 1995, (or, if the 
     Lands' End, Inc. Stock Fund has not then been established,   
     effective beginning with investment elections as of the first 
     January 1 or April 1 thereafter as of which the Lands' End,  
     Inc. Stock Fund has been established) and subject to the     
     provisions of section 5.6, participants may elect to have a  
     portion of their elective contribution account and employer  
     contribution account invested by the trustee in the Lands'   
     End, Inc. Stock Fund.  For this purpose it is intended that  
     the plan be considered an "eligible individual account plan" 
     which explicitly provides for the acquisition and holding of 
     "qualifying employer securities" (as such term is defined in 
     Sections 407(d)(3) and 407(d)(5) of ERISA) and that the      
     trustee may invest up to one hundred percent of the trust fund 
     held by it in company shares, to the extent elected by       
     participants.  Company shares may be acquired by the trustee 
     through purchases on the open market, private purchases,     
     purchases from the employers (including purchases from the   
     company of treasury shares or authorized but unissued shares), 
     or otherwise.  Except with respect to company shares purchased 
     on the open market, no purchase of company shares shall be   
     made at a price in excess of the closing price on the New York 
     Stock Exchange for company shares on the business day on which 
     company shares were last traded next preceding the date of   
     purchase.  Pending investment in company shares, the         
     participant elective contributions, employer matching        
     contributions and profit sharing contributions invested in the 
     Lands' End, Inc. Stock Fund pursuant to participant investment 
     elections may be invested in cash.

          6.   Section 5.6 of the Plan (as redesignated from
Section 5.5 pursuant to paragraph 5 above) is hereby amended by
adding the following new paragraph at the end thereof:
     Notwithstanding the foregoing, no participant may elect to   
     transfer any amount of his account balances invested in any of 
     the funds designated in subparagraphs (a) through (d) of     
     section 5.4 from any such fund to the Lands' End, Inc. Stock 
     Fund, and no more than fifteen percent of the future         
     contributions made on behalf of any participant may be       
     invested in the Lands' End, Inc. Stock Fund.  Notwithstanding 
     any other provision of the plan to the contrary, no "officer" 
     of the company (as defined in Section 142 of the Delaware    
     General Corporation Law) and no other individual who is

                                     10

     considered an "insider" for purposes of Section 16(b) of the 
     Securities Exchange Act of 1934 shall be permitted to invest 
     any portion of their accounts in the Lands' End, Inc. Stock  
     Fund.

          7.   Section 5.9 of the Plan (as redesignated from
Section 5.8 pursuant to paragraph 5 above) is hereby amended by
replacing the final sentence thereof in its entirety with the
following:
     The "adjusted net worth" of the trust fund or an investment  
     fund as of any date means the net worth of the trust fund or 
     the investment fund as determined by the trustee or the      
     investment manager or insurance company with custody of that 
     investment fund in accordance with the provisions of the     
     applicable agreement with the trustee or the investment      
     manager or insurance company.

          8.   Article 5 of the Plan is hereby amended by adding
the following new Section 5.12 thereto to provide as follows:
          5.12 Allocation of Company Shares.  As of each accounting 
     date, all company shares then held under the Lands' End, Inc. 
     Stock Fund shall be considered as purchased for the accounts 
     of participants who have elected to invest in the Lands' End, 
     Inc. Stock Fund to the extent their respective accounts can be 
     charged therefore on the basis of the established unit value 
     of the Lands' End, Inc. Stock Fund as determined by the      
     investment manager of the Lands' End, Inc. Stock Fund.  The  
     interest of a participant who has elected to invest in the   
     Lands' End, Inc. Stock Fund at any time shall be an amount   
     equal to the then value of a unit in the Lands' End, Inc.    
     Stock Fund, and multiplied by the number of units then       
     credited to such participants. 

          9.   Article 5 of the Plan is hereby amended by adding
the following new Section 5.13 thereto to provide as follows:
          5.13 Additional Accounting Rules.  The following
additional accounting rule applies to participants who have elected
to invest in the Lands' End, Inc. Stock Fund and have had company
shares credited to their accounts:

          If rights or warrants are issued with respect to any    
          company shares held by the trustee, such rights or      
          warrants shall be sold by the trustee and the proceeds  
          thereof shall be appropriately reflected in participants' 
          accounts in accordance with rules established by the plan 
          administrator and uniformly applied.

                                     11

          10.  Article 5 of the Plan is hereby amended by adding
the following new Section 5.14 thereto to provide as follows:
               5.14 Voting of Company Shares.  The trustee shall  
          furnish to each participant who has company shares      
          credited to his accounts notice of the date and purpose 
          of each meeting of the stockholders of the company at   
          which such company shares are entitled to be voted.  The 
          trustee shall request from each such participant        
          instructions as to the voting at that meeting of company 
          shares credited to his accounts.  If the participant    
          furnishes such instructions to the trustee within the   
          time specified in the notification given to him, the    
          trustee shall vote such company shares in accordance with 
          the participant's instructions, except as may otherwise 
          be required by ERISA.  Such instructions shall be held in 
          confidence and shall not be divulged or released to any 
          person including any officer or any other employee of the 
          company.  All company shares credited to accounts as to 
          which the trustee does not receive voting instructions as 
          specified above, and all unallocated company shares held 
          by the trustee, shall be voted by the trustee           
          proportionately in the same manner as the trustee votes 
          company shares to which the trustee has received voting 
          instructions as specified above, except as may otherwise 
          be required by ERISA.  Similarly, the trustee shall     
          furnish to each participant who has company shares      
          credited to his accounts notice of any tender offer for, 
          or a request or invitation for tenders of, company shares 
          made to the trustee.  The trustee shall request from each 
          such participant instructions as to the tendering of    
          company shares credited to his accounts and for this    
          purpose the trustee shall provide participants with a   
          reasonable period of time in which they may consider any 
          such tender offer for or request or invitation for      
          tenders of company shares made to the trustee.  Such    
          instructions shall be held in confidence and shall not be 
          divulged or released to any person including any officer 
          or any other employee of the company.  The trustee shall 
          tender the company shares as to which the trustee has   
          received instructions to tender from participants within
          the time specified by the trustee, except as may        
          otherwise be required by ERISA.  Company shares credited 
          to accounts as to which the trustee has not received    
          instructions from participants shall not be tendered,   
          unless otherwise required by ERISA.  As to all          
          unallocated company shares held by the trustee, the     
          trustee shall tender the same proportion thereof as the 
          number of allocated shares to be tendered bears to the  
          total number of allocated shares (and accordingly with  
          the number of unallocated company shares not being      
          tendered being the same proportion thereof that the     
          number of allocated company shares which are not being  
          tendered bears to the total number of allocated company 

                                     12

          shares), except as may otherwise be required by ERISA.  
          In carrying out the trustee's responsibilities hereunder 
          the trustee may rely on information furnished by the plan 
          administrator, including the names and current addresses 
          of participants, the number of company shares credited to 
          their accounts, and the number of shares held by the    
          trustee that have not been allocated.

          11.  Article 6 of the Plan is hereby amended by modifying
the second sentence of Section 6.2 thereof to read as follows:
     Payment shall be made in cash; provided, that amounts payable 
     from the Lands' End, Inc. Stock Fund may be paid in cash or  
     company shares, at the participant's discretion, provided    
     further that any fractional amount of company shares allocated 
     to a participant's accounts shall be paid in cash.  Payments 
     from the Lands' End, Inc. Stock Fund that are made in cash   
     instead of company shares shall have a value equal to the    
     proceeds obtained by the trustee for the company shares sold 
     to make such distribution.

                                     13

          IN WITNESS WHEREOF, the Company has caused this amendment

to be signed on its behalf by its duly authorized representative
 
this 17th day of October, 1995.

                             LANDS' END, INC.                     
                            

                             By:  /s/ STEPHEN A. ORUM             
                                  Stephen A. Orum                 
                                  Executive Vice President,  Chief 
                                  Operating and Chief Financial   
                                  Officer (principal financial and 
                                  accounting officer)     
                            

                                     14

                                               EXHIBIT 5.1

Undertaking of Registrant.  The Registrant hereby undertakes that
it will submit or has submitted the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS
in order to qualify the plan.

                                     15

                                              EXHIBIT 23.1

                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated March 3, 1995, included (or incorporated by
reference) in the Lands' End, Inc Form 10-K for the fiscal year
ended January 27, 1995, and to all references to our Firm
included in this registration statement.

                                                                  
/s/ ARTHUR ANDERSEN LLP 

    Milwaukee, Wisconsin 
    October 11, 1995

                                     16