SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-8

								May 13, 2005

By Facsimile and U.S. Mail

James McDonald
Chief Financial Officer
Rocky Shoes and Boots, Inc.
39 East Canal Street
Nelsonville, OH 45764

		RE:	Rock Shoes and Boots, Inc.
			File No. 0-21026
			Form 10-K for the year ended December 31, 2004
			Form 10-Q for the quarter ended March 31, 2005

Dear Mr. McDonald:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation. In some of our comments, we may ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
``````````````````````````````````````````````
Gross Margin, page 19

2. You disclose that your gross margin percentage declined 170
basis
points from 2004 to 2003. Your disclosure elsewhere indicates that
efforts were initiated in 2004 to reduce your overall inventory.
Please explain what efforts were taken to reduce your inventory.
If
certain inventory was liquidated at reduced margins you should
discuss the impact on overall margins in your results of
operations,
if the impact was material.  Please quantify for us the
incremental
impact on margins of any inventory reduction efforts. `

Critical Accounting Policies and Estimates
Revenue Recognition, page 24

3. You indicate that revenue is generally recognized at the time
of
shipment.   Please explain when you recognize revenue other than
at
the time of shipment.  Also, please describe in detail what
recourse
individual retail stores have with respect to purchases.  In this
regard, explain if there is any return privileges embedded within
your sales contracts to independent retailers.  Furthermore,
please
describe your shipping terms typically used in your supply and
delivery channels.

4. Please disclose in greater detail your accounting policy for
revenue transactions with current or potential future discounts
from
your regular prices, rebate-type arrangements, coupons, and free
gift
promotions.  Please also clarify whether your marketing expenses
accrual or another accrual includes some of these amounts, such as
expected coupon redemptions.  See EITF 01-9.

Sales Returns and Allowance, page 25

5. Enhance your disclosures to provide quantitative details
regarding
allowances for sales returns. You should discuss trends identified
in
the changes to the allowance for sales returns as well as the
provisions taken in each period.

6. Please revise Schedule II filed pursuant to Rule 5-04 of
Regulation S-X to separately disclose the amounts charged to costs
and expenses and to net sales.  The additional disclosure may be
provided in a footnote to the table.  See Rule 12-09 of Regulation
S-
X.

Inventories, page 25

7. Please supplementally confirm you did not have any material
write
downs associated with your inventory as you indicate that you had
initiated inventory reduction efforts in 2004.  Prospectively
disclose material losses resulting from the write down of obsolete
or
slow moving inventory.  You may refer to paragraph 14, chapter 4
of
ARB 43.

Consolidated Balance Sheets, page F-2

8. Prospectively, present your intangible assets separately on the
face of your consolidated balance sheets.   See paragraph 42 of
SFAS
No. 142.

Consolidated Statements of Income, page F-4

9. Please report Other Income and Other Deductions gross on the
face
of the Income Statement or in the notes to the extent there is any
material items contained therein.

Consolidated Statement of Cash Flows, page F-6

10. Please explain the nature of proceeds from long term debt of
$127.6 million and payments on long term debt of $129.1 million.
Your liquidity and capital resources discussion does not discuss
transactions of this magnitude.

Note 1. Summary of Significant Accounting Policies
Advertising, page F-8

11. Please supplementally confirm that you do not capitalize any
of
your advertising expenditures.  Otherwise, please revise your
accounting policy related to advertising costs accordingly.
Please
also disclose the amounts of advertising reported as assets as of
each balance sheet date and the line item they are included in.
See
paragraphs .49 and .50 of SOP 93-7.

Asset Impairments, page F-9

12. Clarify that you test indefinite lived intangibles on at least
an
annual basis by comparison of the carrying value of the assets to
fair value, if true.

Product Group Information, page F-11

13. We note that yours sales to foreign countries have been
increasing.  Furthermore, you indicated that the acquisition of EJ
Footwear will likely result in increased foreign sales.  In this
regard, please disclose the aggregate transaction gain or loss
recorded in your consolidated statements of income for the three
years ended December 31, 2004.     Please refer to paragraphs 15
and
30 of SFAS 52. If significant, please disclose any exchange rate
changes subsequent to year-end and its effects on unsettled
balances
related to foreign currency transactions.  Please refer to
paragraph
32 of SFAS 52.

14. Please tell us in more detail how you determined that you have
only one reportable segment. We note that you sell different
products
(e.g. apparel, gloves, and shoes), you have different distribution
channels and you manufacture and resell products. If possible,
please
supplement your response by providing us with examples of internal
reports that your management uses to asses the performance of your
business such as budgets, flash reports and internal financial
statements.

Note 2. Acquisitions, page F-12

15. Please explain why you did not meet the disclosure
requirements
of paragraphs 57 of SFAS No. 141 for the acquisition of EJ
Footwear.
In this regard, we did not see any disclosure relative to the
intangible assets that you listed in your purchase price
allocation.
We may have further comment.

16. You indicate that $1.6 million in transaction costs were
allocated to the purchase price of the EJ Footwear acquisition.
Please explain if such costs were considered direct costs of this
business combination.  In this regard, please provide a detailed
listing of the costs which comprise the $1.6 million referenced in
this note.  Also, please reconcile this amount to the costs
deferred
as of December 31, 2004 which are disclosed in Note 4 to the
financial statements.

17. You filed an 8-K on January 7, 2005, discussing the
consolidation
of a division of EJ Footwear, namely Lehigh.  Please explain if
you
have allocated an amount of the purchase price of the EJ Footwear
acquisition to a plant closing liability.  In this regard, please
explain to us the costs associated with relocating the Lehigh
headquarters, and any discretionary costs associated with exiting
this division, including any relocation expenses, and termination
or
severance benefits.  In short, please explain how you accounted
for
such costs. You may consult SFAS No. 141 - subparagraph 37k, EITF
95-
3 and FTB No. 85-5.

18. Please explain to us if there were any compensation
arrangements
included within the provisions of the acquisition agreement, and
the
related dollar amounts of such arrangements. Furthermore, please
explain the vesting requirements pursuant to such arrangements.

19. Please provide a detailed listing of all the liabilities
assumed
totaling $8.9 million.  Your pro forma financial statements filed
on
Form 8-K/A on January 7, 2005, do not clearly identify what this
represents.

20. Please supplementally disclose to us how you calculated the
value
of the acquired trade names and trademarks totaling $38.5 million
that you reference in Form 8-K/A on January 7, 2005.

21. We note from your pro forma financial statements filed on Form
8-
K/A on January 7, 2005, that no adjustments were made to
inventory.
SFAS 141 requires that the valuation of inventory be based on the
selling price less the sum of costs to complete, costs of
disposal,
and the reasonable profit margin for the completion and selling
effect, and the post-acquisition completion effort.  The acquirer
should only recognize profits associated with value added to the
acquired inventory subsequent to the acquisition, and does not
recognize profit associated with the purchased value of inventory.

Note 4. Other Assets, page F-14

22. Prospectively, please ensure that you meet the disclosure
requirements of paragraphs 44-45 of SFAS No. 142.

Note 14. Supplemental Cash Flow Information, page F-26

23. Please explain what comprised the purchase price adjustments
related to accounts payable that you reference.  In this regard,
we
would expect purchase price adjustments to be made within one year
of
an acquisition.

FORM 8-K FILED MARCH 24, 2005

Pro Forma Statement of Operations

24. We note that in adjustment (A), you eliminate historical
pension
costs of EJ Footwear. Confirm to us that you have no plans to
provide
similar benefits to employees of EJ Footwear.

25. We note that in adjustment (A), you eliminate management fees
of
$1,347,000. Tell us what services were provided in exchange for
this
fee. If services, were provided, tell us why you no longer need
these
services.

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005

Notes to the Financial Statements
Note 6 - Acquisition

26. Please revise your disclosures to include the information
required by paragraph 58(b) of SFAS 141, which requires pro forma
results of operations for the periods presented. Given the
significance of the acquisition to your business, please amend
your
Form 10-Q.

	As appropriate, respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter as a correspondence file on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Robert Babula, Staff Accountant, at (202) 551-3339
or,
in his absence, to the undersigned at (202) 551-3841.  Any other
questions regarding disclosures issues may be directed to H.
Christopher Owings, Assistant Director at (202) 551-3725.

							Sincerely,

							Michael Moran, Esq.
							Branch Chief

??

??

??

??

May 13, 2005
Page 6

</TEXT>
</DOCUMENT>