SecProbe.io

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                            ROCKY SHOES & BOOTS, INC.
                              39 EAST CANAL STREET
                             NELSONVILLE, OHIO 45764

                                  June 2, 2005

VIA EDGAR AND OVERNIGHT COURIER
-------------------------------

Michael Moran, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 3-8
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Rocky Shoes & Boots, Inc.
                  File No. 0-21026
                  Form 10-K for the fiscal year end December 31, 2004
                  Form 10-Q for the fiscal year end March 31, 2005

Dear Mr. Moran:

         We have received your comments to the annual report on Form 10-K for
the fiscal year ended December 31, 2004, the current report on Form 8-K filed on
March 24, 2005, and the quarterly report on Form 10-Q for the first quarter
ended March 31, 2005 filed by Rocky Shoes & Boots, Inc. (the "Company") set
forth in your letter dated as of May 13, 2005. For your convenience, we have
repeated the text of the staff's comments, followed by our response.

         We respectfully respond to your comments as follows:

                 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.

         RESPONSE:

         We will include the additional disclosures or revisions required in
         this comment letter process in future filings, as applicable. All
         additional disclosures or revisions for future filings provided herein
         are based on information known to the Company as of the date of this
         letter and may be subject to change.

<PAGE>

Letter to Michael Moran
June 2, 2005
Page -2-

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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that the decrease in inventory was not the result of
         liquidated inventory at reduced margins. Management's decision to
         reduce inventory was accomplished by purchasing less inventory and
         reducing the number of SKU's. Therefore there was no incremental impact
         on margins from any inventory reduction.

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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that the Company's typical shipping terms are FOB Shipping
         Point. However, as stated in our annual report, revenue is recognized
         when title passes. In some cases, the Company does have customers that
         take title to goods at the port location of our foreign suppliers and
         these customers arrange all shipping. In these situations, revenue is
         recognized when title passes at the port. The term "generally" was used
         because title does not pass at shipping point in all cases. As revenue
         is recognized when title passes, the term "generally upon shipment"
         will be removed in future filings.

         The Company does not have specific return privileges in any of its
         sales arrangements. In some cases, the Company will accept returns from
         customers because of quality and for customer relations. However, these
         returns represent less the 3.5% of sales and, in accordance with FASB
         48, paragraph 5f, can be reasonably estimated based on past experience.
         Estimated returns are recorded as a reduction of sales.

     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,

<PAGE>

Letter to Michael Moran
June 2, 2005
Page -3-

         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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that the Company does not use coupons, rebate-type or free
         gift arrangements. The Company does have arrangements with our larger
         customers that amount to volume discounts. In accordance with EITF
         01-9, these costs are estimated and recorded as a reduction of revenue
         at the time of sale. The Company has accrued $263,000 at December 31,
         2004 for co-operative advertising expenses. Customers who have co-op
         agreements with the Company must provide proof of valid advertising
         expenses in order to receive a payment.

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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that the Company intends to incorporate disclosure providing
         quantitative details regarding allowances for sales returns in future
         filings. In future filings, we will discuss trends in allowances for
         sales returns. Sales returns and allowances for sales returns in 2004,
         2003 and 2002 were similar in amounts and were approximately 3.5% of
         sales.

     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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that in future filings the Company will add a footnote to
         Column C of Schedule II pursuant to Rule 12-09 of Regulation S-X that
         all the additions charged to cost and expenses are included in Selling,
         General and Administrative expenses. No amounts included in Schedule II
         are charged to net sales.

Inventories, page 25

     7.  PLEASE SUPPLEMENTALLY CONFIRM THAT 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.

<PAGE>

Letter to Michael Moran
June 2, 2005
Page -4-

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that for the period presented the Company confirms that the
         Company did not have material write downs as a result of obsolete or
         slow moving inventory. Prospectively, the Company will disclose any
         material write downs associated with inventory.

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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that, prospectively, the Company will show intangible assets
         separately on the face of the consolidated balance sheets. This
         disclosure was included in the Company's Form 10-Q for the quarter
         ended March 31, 2005 (filed with the SEC on May 10, 2005).

Consolidated Statements of Income, page F4

     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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that in future filings the Company will show Other Income and
         Other Deductions separately on the face of the Income Statement and in
         the notes to the extent there are any material items. Other Deductions
         for the years ended December 31, 2004, 2003 and 2002 were $0, $0 and
         $14,000, respectively.

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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that the proceeds and payments of long-term debt principally
         represent the gross borrowings and payments under the Company's line of
         credit. In future filings, the Company will provide this information in
         the liquidity section of Management's Discussion and Analysis.

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

<PAGE>

Letter to Michael Moran
June 2, 2005
Page -5-

         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 PARAGRAPH .49 AND .50 OF SOP 93-7.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that all advertising expenditures are expensed as incurred.
         The Company does record advertising that requires payment in advance as
         prepaid expenses. Items such as deposits on tradeshows and advertising
         are included in this account. The expense is recognized in the month
         that the tradeshow or advertisement actually occurs. The balances for
         prepaid advertising as of December 31, 2004 and 2003 were $190,000 and
         $217,000, respectively. In future filings, if material, the amount of
         deposits for trade shows and other advertising will be disclosed in the
         notes to the financial statements.

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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that, in future filings, the Company will state that
         indefinite lived intangible assets are tested at least annually for
         impairment by the comparison of the carrying value of the assets to the
         fair value.

Product Group Information, page F-11

     13. WE NOTE THAT YOUR 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 AGGREGATED 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.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that, for the year ended December 31, 2004, the Company's
         foreign sales were approximately $2.8 million or 2.1% of net sales. The
         largest portion of these sales were by Rocky Canada, Inc. EJ Footwear
         had foreign sales in the same period of $700,000. As a percent of
         sales, in future periods, foreign sales would account for a smaller
         portion of the combined results.

         Both the Company and EJ Footwear maintain books and records in U.S.
         dollars. The Company does have foreign exchange gain or loss
         transactions due to the operations in Canada and the Dominican
         Republic. In fiscal 2004, the Company had a net foreign exchange gain
         of $112,000, compared with $36,000 in fiscal 2003. In future filings,
         foreign exchange gains and losses and

<PAGE>

Letter to Michael Moran
June 2, 2005
Page -6-

         the effects of exchange rate changes after year end will be disclosed
         in the footnotes to the financial statements, if material.

     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 ASSESS THE PERFORMANCE OF YOUR BUSINESS SUCH AS
         BUDGETS, FLASH REPORTS AND INTERNAL FINANCIAL STATEMENTS.

         RESPONSE:

         The Company acknowledges the Staff's comment and respectively advises
         the Staff that the chief operating decision maker reviews only
         information at a consolidated level for sales and initial gross margin.
         Initial gross margin includes only the direct cost of the product.
         While the Company has alternative distribution channels, all sales were
         handled by the same sales force and distributed though a single
         distribution facility or shipped directly to the customer for the
         sourced vendor. The Company's sales force is organized by product type
         (i.e. rugged outdoor, occupational-duty, occupational-work). No
         profitability information is prepared below the initial gross margin
         level.

         During the past two years, the Company expanded its product offerings
         to include gloves and apparel. In both cases, these offerings are
         entirely sourced to third-party manufacturers, sold through the
         existing sales force, and distributed through the sing