8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

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                          DATE OF REPORT: MAY 18, 1999

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                            ROCKY SHOES & BOOTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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      Ohio                        0-21026                 31-1364046
- ---------------            ---------------------          ----------
(STATE OR OTHER            (COMMISSION FILE NO.)          (IRS EMPLOYER
JURISDICTION OF                                           IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

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                              39 East Canal Street
                             Nelsonville, Ohio 45764
                                 (740) 753-1951
               (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
                       INCLUDING AREA CODE OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)


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                                 Not Applicable
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


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ITEM 5.     OTHER ITEMS.

         On May 18, 1999, Rocky Shoes & Boots, Inc., an Ohio corporation (the
"Company"), issued a press release announcing that the Company's Board of
Directors has authorized the Company to repurchase up to 400,000 shares of its
outstanding common stock during the next 12 months. The press release is
included as Exhibit 99 to this Form 8-K and is incorporated herein by this
reference.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       ROCKY SHOES & BOOTS, INC.



Date:  May 19, 1999                    By: /s/ David Fraedrich
                                         ---------------------------------------
                                       David Fraedrich, Executive Vice President
                                       and Chief Financial Officer








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                                  EXHIBIT INDEX


         Exhibit No.                           Description

99       Press Release, dated May 18, 1999, entitled "Rocky Shoes & Boots, Inc.
         Re-Elects Class I Directors; Increases Share Repurchase Program; Adds
         Key Sales Executives."

EX-99

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             Rocky Shoes & Boots, Inc. Re-Elects Class I Directors;
          Increases Share Repurchase Program; Adds Key Sales Executives

Contact:
David Fraedrich
Executive Vice President and
  Chief Financial Officer
Rocky Shoes & Boots, Inc.
740-753-1951

NELSONVILLE, OH -- May 18, 1999 -- Rocky Shoes & Boots, Inc. (NASDAQ:RCKY)
announced the re-election of four Class I Directors at the Annual Meeting of
Shareholders held today in Nelsonville, Ohio. The Class I Directors are Mike
Brooks, Chairman, President and Chief Executive Officer, Stanley I. Kravetz,
Robert D. Stix, and James L. Stewart. Each of them was elected to a two-year
term expiring at the 2001 Annual Meeting of Shareholders.

In addition, the Board of Directors approved a 400,000 share increase in the
Company's share repurchase program. The Company recently announced completion of
the repurchase of the entire 600,000 shares of common stock previously
authorized by the Board. Purchases may be made during the next 12 months on the
open market or in privately negotiated transactions, depending upon market
conditions. They will be funded from cash flow from operations and existing
credit facilities. There were 4,865,415 common shares outstanding at March 31,
1999.

The Company also announced the recent addition of two key sales executives. John
E. Friday has been appointed Executive Vice President-Sales. Mr. Friday is
responsible for all sales of Rocky(R) brand footwear products. He has extensive
experience in the footwear industry and has had a successful sales career.
During the past 3 years he was owner of Frirock and Associates, Inc., which
specializes in the sale of Rocky(R) brand footwear in Illinois, Iowa, Kansas,
and Missouri as well as Western Kentucky and Western Tennessee. Prior to that,
he was territory manager for Norcross and Red Ball(R) footwear in Illinois from
1993-1996. Mr. Friday served as Vice President-Sales for Weyco Group, Inc.
(Milwaukee, Wisconsin) from 1976-1993. Weyco Group, Inc. is a publicly-held
company engaged in the manufacture, purchase and distribution of men's footwear,
including their Stacy Adams and Nunn Bush brands.

Mr. James Matzen was hired recently as National Sales Manager-Rocky Casual
Division. He has considerable experience working with major casual footwear
accounts throughout the United States. Most recently, Mr. Matzen was Territory
Manager for Ecco(R) footwear. From 1991-1997 he was Senior Sales Manager for
Birkenstock(R) footwear, following two years as Sales Manager for the West Coast
Region of The Timberland Company. Mr. Matzen began his career as a footwear
buyer at Nordstrom Inc. in Los Angeles, California. 


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Mike Brooks, Chairman and Chief Executive Officer, commented, "We are very
pleased to add John Friday and Jim Matzen to our management team. Both of them
have had successful sales careers, which include significant experience in the
casual footwear industry. These two appointments reflect our strategic
commitments to expand distribution of Rocky(R) footwear and accelerate the
Company's penetration of the casual footwear market. We plan to significantly
increase casual footwear sales as a percentage of our total sales as we leverage
awareness and sales of the Rocky(R) brand."

This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Those statements include, but may
not be limited to, all statements regarding intent, beliefs, expectations,
projections, forecasts, and plans of the Company and its management, and
include: statements regarding a growing commitment to expand distribution of
Rocky(R) footwear and accelerate the Company's growth in the casual footwear
market, and plans to significantly increase casual footwear sales as a
percentage of the Company's total sales (paragraph five). These forward-looking
statements involve numerous risks and uncertainties, including various risks
inherent in the Company's business and other risks and uncertainties detailed
from time to time in the Company's periodic reports filed with the Securities
and Exchange Commission, including, the Company's Annual Report on Form 10-K for
the year ended December 31, 1998. One or more of these factors have affected,
and could in the future affect, the Company's businesses and financial results
in future periods and could cause actual results to differ materially from plans
and projections. Therefore, there can be no assurance that the forward-looking
statements included in this press release will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company, or any other person, that the objectives and
plans of the Company will be achieved. All forward-looking statements made in
this press release are based on information presently available to the
management of the Company. The Company assumes no obligation to update any
forward-looking statements.

Rocky Shoes & Boots, Inc. designs, develops, manufactures and markets premium
quality rugged outdoor, duty and casual footwear. The Company's footwear is
marketed through several distribution channels, primarily under the registered
trademark, ROCKY(R).

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