SecProbe.io

March 7, 2014

Via E -mail
Mr. Edgar O. Huber
Chief Executive Officer
Lands’ End , Inc.
1 Lands’ End Lane
Dodgeville, Wisconsin 53595

Re: Lands’  End, Inc.
 Amendment No. 3 to Form 10-12B
Filed February 14, 2014
Amendment No. 4 to Form 10 -12B
Filed February 21, 2014
File No. 001 -09769

Dear Mr. Huber :

We have reviewed your amended filing s and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
40

Financial Instruments with Off -Balance Sheet Risk, page 4 9

1. We note that you will revise the Form 10 to disclose the total am ount and other material
terms of the ABL Facility in a future amendment.  Please confirm our understanding that
this will be a pre -effective amendment.

Edgar O. Huber
Lands’ End , Inc.
March 7, 2014
Page 2

 Executive Compensation, page 67

2013 Annual Incentive Plan Opportunity , page 70

2. We note the revi sed disclosure regarding your named executive officers.  Please revise to
disclose the 2013 financial performance goals and targets used to calculate the named
executive officers’  incentive compensation or tell us why you believe that is not material
disclosure .  See  Regulation S -K Compliance and Disclosure Interpretation 118.04 for
guidance.

Certain Relationships, page 85

3. We note your revised disclosure in response to comment 6 of our letter dated February
10, 2014 and we partially reissue the comment.  It appears  several material terms are still
not disclosed.  For example, please quantify the commissions and “ certain percentage of
the price of goods sourced through SHGS ” pertaining to the Buying Agency Agreement.
As other non -exclusive examples, please disclose (i) the estimated assets and liabilities
addressed in the Separation and Distribution Agreement, (ii) the fees, or estimated fees,
associated with the Shop Your Way Retail Establishment Agreement and (iii) the fees
associated with the Lands’ End Shops at S ears Retail Operations Agreement, currently
referenced as “ the fees specified in the agreement .”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosure s they have made.

 You may contact Jamie Kessel  at (202) 551 -3388  or Raj Rajan  at (202) 551 -3388  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Erin Wilson at (202) 551 -6047  or James Lopez  at (202) 551 -3536  with any other
questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director