SecProbe.io

Mail Stop 3561
September 3 , 2015

Via E -mail
Stephanie L. Pugliese
President and Chief Executive Officer
Duluth Holdings  Inc.
343 Oyster Point Blvd., Suite 100
South San Francisco, CA 94080

Re: Duluth Holdings  Inc.
Draft Registration Statement on Form S -1
Submitted July 24, 2015
  CIK No. 1501989

Dear Ms.  Pugliese :

We have reviewed your draft registration statement  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 by providing the requested information and either submitting
an amended draft registration statement or publicly fil ing your registration statement on
EDGAR.  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 the information you provide in respon se to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.
General
1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Secu rities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.
Cover page
2. We note the extensive textual paragraphs contained in the artwork on the inside cover
page of the prospectus.  Text in this context should only be used to the extent necessary

Stephanie L. Pugliese
Duluth Holdings  Inc.
September 3 , 2015
Page 2

 to explain the visuals in the artwork.  Please revise.  For guidance, refer to Q uestion
101.02 of the Securities Act Forms Compliance and Disclosure Interpretations.
Industry and Market Data
3. We note your statement that the information could prove to be inaccurate and the
qualifying language in the last two sentences.  Please remove su ch statements, as they
imply that you are not responsible for the accuracy of the information you elect to include
in your prospectus.  In addition, please add a sentence confirming that the company is
responsible for all of the disclosure in the prospectu s.
4. Please clarify whether the industry data used in the prospectus was commissioned by you
for use in connection with the registration statement.  We note the statement that data was
prepared for you by IRI. To the extent it was commissioned by you for use  in connection
with the registration statement please provide appropriate consents as required by Section
7(a)(1)  of the Securities Act.
Use of Proceeds, page 51
5. Please clarify the proceeds you plan to use for your business plans as discussed on page
45 an d elsewhere in your prospectus  and further specify the amount of proceeds that are
allocated to each use.
6. We note the broad discretion to change the use of proceeds  in the futur e as discussed in
this section.  Please revise to cl early address  the relate d contingencies and alternatives .
See Instruction 7 to Item 504 of Regulation S -K.
Management’s Discussio n and Anal ysis…,  page 44
7. Please provide a discussion of your liquidity that addresses your liquidity requirements,
in quantified terms, on both a short -term (12 months) and long -term basis , given your
business plans .  Your discussion should disclose the funds necessary to achieve your
business plans  given the timing of such plans .  We note the disclosure in the last
paragraph on page 18 that it take s a significant amount of cash to open a new retail store
and your disclosure on page 45 regarding opening up to seven additional stores.  Refer to
Instruction 5 of Item 303(a) of Regulation S -K and footnote 43 in Securities Act Release
No. 33 -8350 for gui dance.  We also note your cash position as disclosed on your May 3,
2015 balance sheet .
Certain Relationships and Related Party Transactions, page 85
8. Please disclose for each lease agreement the aggregate amount of all periodic payments
or installments due  on or after the beginning of the registrant's last fiscal year.  See
Instruction 3(a) to Item 404(a) of Regulation S -K.

Stephanie L. Pugliese
Duluth Holdings  Inc.
September 3 , 2015
Page 3

 Principal Stockholders, page 88
9. Please include the shares held in the Descendant’s Trust in the beneficial ownership of
Mr. Schlecht or  advise .
10. We note your disclosure in this section is provided as of May 3, 2015.  Please provide
this disclosure as of the most recent practicable date.  Update disclosure throughout the
prospectus as needed, such as the employees discussion on page 71.
Description of Capital Stock, page 90
11. You disclose that you plan to implement a stock split of your Class A and Class B
common stock that will occur prior to the completion of this offering.  Please tell us the
exact timing of this stock split (e.g., at or pr ior to the effective date, at the closing of the
offering, etc.) and how you plan to reflect it in the historical financial statements or pro
forma financial information included in the registration statements. Please note that
generally you may give retro active effect to the stock split in the historical financial
statements and other financial data if the split occurs at or prior to the effective date of
the offering.  If the stock split occurs after the effective date, you may only reflect it in
pro form a information.

Financial Statements
Consolidated Balance Sheets, page F -3
12. Please tell us whether you plan to provide a pro forma equity balance of zero on the face
of the balance sheet giving effect to the conversion from an “S” corporation to a “C”
corporation.  Significant equity transactions involving related parties or that will reduce
one or more of the equity balances are typically given pro forma effect on the face of the
historical financial statements.

Note B – Summary of Significant Accounting Policies, page F -11
12. Revenue Recognition, page F -13

13. Please tell us how you determine that sales have been received by customers for direct
sales.

Note C – Lines of Credit, page F -16

14. We note you present “Pending Line of Credit Draw” and “Long -Term Line of Credit ” in
the amount s of $4,056,611 and $1,963,145 respectively at May 3, 2015. Please explain
the basis for these classifications.

Stephanie L. Pugliese
Duluth Holdings  Inc.
September 3 , 2015
Page 4

 Note M – Variable Interest Entities, page F -24

15. Provide us with an analysis of the variable and voting interest consolidation models in
ASC 810 and the facts and circumstances that support the present accounting treatment
including the May 21, 2014 transactions with the two Schlecht entities and the
deconsolidation of Schlecht Enterprises LLC.  Explain also why you do not consolidate
Schlecht Port Washington LLC. Please be detailed in your r esponse and support your
conclusions with the appropriate accounting guidance.
Undertakings, page II -2
16. Please include the undertakings required by Items 512(a)(5)(ii) and (a)(6) of Regulation
S-K.

You may contact  Joanna Lam , Staff Accountant, at (202) 551 -3476  or Tia Jenkins, Senior
Assistant Chief Accountant , at (202) 551 -3871 if you have questions regarding comments on the
financial s tatements and related matters.  Please contact Ruairi Regan at (202) 551 -3269 or
Pamela Howell, Special Counsel,  at (202) 551-3357 with any other questions.

     Sincerely,

     /s/ Pamela Howell
     for

     John Reynolds
Assistant Director
Office of Beverages,
Apparel, and Mining

cc:  Dennis F. Connolly, Esq.
       Godfrey & Kahn, S.C.