SecProbe.io

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      Mail Stop 7010

      August 11, 2005

Mr. Joseph P. Schneider
LaCrosse Footwear, Inc.
18550 NE Riverside Parkway
Portland, Oregon 97230

      Re:	LaCrosse Footwear, Inc.
		Form 10-K for the year ended December 31, 2004
      Filed March 25, 2005
      Forms 10-Q for the periods ended March 26, 2005 and June 25,
2005
      File No. 0-23800

Dear Mr. Schneider:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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

Management`s Discussion and Analysis..., page 11

Overview, page 12

1. We note your statement that management of your accounts
receivable
and inventory is key.  We also note that you present in tabular
form
your days sales outstanding and inventory turns for the past three
years.  However, your narrative only analyzes the change in
inventory
turns and does not analyze changes in your days sales outstanding.
Please revise future filings to analyze changes in both of these
metrics.  Also, please consider disclosing and discussing these
items
in future quarterly filings.

Fiscal 2004 Compared to Fiscal 2003, page 13

2. In future filings, when you indicate that multiple factors
contributed to a change in your results, please quantify the
impact
of each factor.  In this regard, we note that your improved gross
margin and the dollar increase in your selling and administrative
expenses were both due to multiple factors, but it is unclear what
the relative impact of each factor was on the total change.

3. We note from your Schedule II that the amount charged to
expense
for your accounts receivable allowance increased significantly
from
2003 to 2004, primarily driven by a $1.1 million increase in your
allowance for discounts.  Please revise future filings to address
this increased expense and to explain the underlying reasons for
this
increase.  In this regard, you should clarify if the increase in
discounts represents a change in your billing terms or is due to
other factors.

Financial Statements for the Year Ended December 31, 2004

Note 6 - Stock Options, page F-16

4. We note that the exercise prices of stock options cancelled in
2002 and 2003 were significantly higher than the exercise prices
of
stock options granted in those years.  Please tell us if any of
same
people had both cancellations and grants in the same year, and if
so,
tell us how you determined that variable accounting was not
necessary.  Refer to Question 11(a) of FIN 44.

FORMS 10-Q FOR THE PERIODS ENDED MARCH 26, 2005 AND JUNE 25, 2005

Financial Statements

Note 7 - Sourcing Realignment and Facility Shutdown Charge

5. We read that you have reclassified your Claremont, New
Hampshire
facility as available for sale and that you have adjusted the book
value of this asset to its estimated net realizable value.  Please
revise future filings to quantify the amount of any loss that you
recorded in adjusting the book value of this asset and to quantify
the carrying value of this facility.  You should also disclose
which
line item on your balance sheet contains this asset and which line
item on your income statement contains any loss recorded in
adjusting
its carrying value.  Refer to paragraph 46-47 of SFAS 144.  If the
gain or loss you record on the sale of this facility is
significant,
you should separately disclose it and also discuss it in MD&A.

Management`s Discussion and Analysis

Results of Operations

6. We read that your net sales decreased from the first quarter of
2004 primarily due to non-recurring 2004 sales.  We also note
that,
excluding these non-recurring sales, your net sales increased
about
6%.  If you have a similar situation in future filings, please
revise
your analysis to provide some insight into the reasons for the
increase in your recurring sales.  In this regard, it is not clear
if
this increase is due to the introduction of new, higher priced
products, an increase in sales volume of pre-existing products, or
other factors.  We remind you that your analysis should provide
your
readers with a view of your company`s operations through
management`s
eyes.

*	*	*

		Please 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 information.  Detailed letters greatly
facilitate our review.  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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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 their 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 Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to Anne McConnell, Senior Staff Accountant, at
(202) 551-3709 or the undersigned at (202) 551-3768.

      Sincerely,

      John Cash
      Accounting Branch Chief
Mr. Joseph P. Schneider
LaCrosse Footwear, Inc.
August 11, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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