<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-006269
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20020630
<FILING-DATE>20020813
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ROCKY SHOES & BOOTS INC
<CIK>0000895456
<ASSIGNED-SIC>3140
<IRS-NUMBER>311364046
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-21026
<FILM-NUMBER>02729373
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>39 EAST CANAL STREET
<CITY>NELSONVILLE
<STATE>OH
<ZIP>45764
<PHONE>6147531951
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>39 EAST CANAL STREET
<CITY>NELSONVILLE
<STATE>OH
<ZIP>45764
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>l95574ae10vq.txt
<DESCRIPTION>ROCKY SHOES & BOOTS, INC.  10-Q/QTR END 6-30-02
<TEXT>
<PAGE>





                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934


 For Quarter Ended                                     Commission File Number:
  JUNE 30, 2002                                                 0-21026


                            ROCKY SHOES & BOOTS, INC.
                            --------------------------
             (Exact name of registrant as specified in its charter)


           OHIO                                      31-1364046
           ----                                      ----------
(State of Incorporation)                   (IRS Employer Identification Number)


                               39 E. CANAL STREET
                             NELSONVILLE, OHIO 45764
                             -----------------------
                    (Address of principal executive offices)


                                 (740) 753-1951
                                 --------------
              (Registrant's telephone number, including area code)


(Former name, former address, and former Fiscal year if changed since last
report.)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days.

                                  Yes X No____

      4,505,465 common shares, no par value, outstanding at August 6, 2002.




<PAGE>



                   ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                                      INDEX
<TABLE>
<CAPTION>

                                                                                            PAGE
PART I.     FINANCIAL INFORMATION                                                          NUMBER
<S>                  <C>                                                               <C>

            Item 1.   Financial Statements

                      Condensed Consolidated Balance Sheets
                      June 30, 2002 and 2001 (Unaudited) and December 31, 2001                3

                      Unaudited Condensed Consolidated Statements of Operations
                      for the Three Months and Six Months Ended June 30, 2002 and 2001        4

                      Unaudited Condensed Consolidated Statements of Cash Flows
                      for the Three Months and Six Months Ended June 30, 2002 and 2001        5

                      Notes to Interim Unaudited Condensed Consolidated Financial
                      Statements                                                            6 - 8

            Item 2.   Management's Discussion and Analysis of Financial Condition and
                      Results of Operations                                                9 - 14

            Item 3.   Quantitative and Qualitative Disclosures About Market Risk             15

PART II.    OTHER INFORMATION

            Item 1.   Legal Proceedings                                                      15

            Item 2.   Changes in Securities and Use of Proceeds                              15

            Item 3.   Defaults Upon Senior Securities                                        15

            Item 4.   Submission of Matters to a Vote of Security Holders                   15-16

            Item 5.   Other Information                                                      16

            Item 6.   Exhibits and Reports on Form 8-K                                       16

SIGNATURE                                                                                    17
</TABLE>


                                        2

<PAGE>

PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS


                   ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  June 30, 2002      December 31, 2001     June 30, 2001
                                                                    Unaudited                                Unaudited
                                                                ----------------------------------------------------------
<S>                                                                 <C>                <C>                <C>
ASSETS:

CURRENT ASSETS:
     Cash and cash equivalents                                      $  1,514,834       $  2,954,935       $  1,453,055
     Trade receivables - net                                          15,072,183         15,091,100         20,197,326
     Other receivables                                                 2,345,324          2,225,498          4,973,000
     Inventories                                                      31,319,150         27,713,664         41,384,116
     Deferred income taxes                                               615,609            615,609            502,722
     Prepaid expenses                                                  1,491,523          1,053,192          1,454,132
                                                                    ------------       ------------       ------------
         Total current assets                                         52,358,623         49,653,998         69,964,351

FIXED ASSETS - net                                                    19,965,259         20,766,094         22,473,023

DEFERRED PENSION ASSET                                                 2,311,806          1,802,922          2,526,603

DEFERRED INCOME TAXES                                                    295,784            295,784

OTHER ASSETS                                                           2,469,050          2,141,016          2,157,433
                                                                    ------------       ------------       ------------

TOTAL ASSETS                                                        $ 77,400,522       $ 74,659,814       $ 97,121,410
                                                                    ============       ============       ============

LIABILITIES AND
SHAREHOLDERS' EQUITY:

CURRENT LIABILITIES:
     Accounts payable                                               $  4,207,401       $  1,559,444       $  6,091,027
     Current maturities - long term debt                                 480,751            469,143          9,516,681
     Accrued taxes - other                                               606,690            991,295            910,612
     Accrued salaries and wages                                          852,859            985,992          1,063,461
     Accrued plant closing costs                                         780,499            903,291
     Accrued other                                                       282,721            477,938            558,948
                                                                    ------------       ------------       ------------
         Total current liabilities                                     7,210,921          5,387,103         18,140,729

LONG TERM DEBT-less current maturities                                20,004,450         16,976,023         26,212,433

DEFERRED LIABILITIES                                                     180,500          1,253,355          2,646,331
                                                                    ------------       ------------       ------------

TOTAL LIABILITIES                                                     27,395,871         23,616,481         46,999,493

SHAREHOLDERS' EQUITY:

Common stock, no par value;
     10,000,000 shares authorized; issued and outstanding
     June 30, 2002 - 4,505,465; December 31, 2001 - 4,492,215;
     June 30, 2001 - 4,489,215                                        35,373,578         35,302,159         35,284,159
Accumulated other comprehensive loss                                    (831,161)          (831,161)
Retained earnings                                                     15,462,234         16,572,335         14,837,758
                                                                    ------------       ------------       ------------

         Total shareholders' equity                                   50,004,651         51,043,333         50,121,917
                                                                    ------------       ------------       ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 77,400,522       $ 74,659,814       $ 97,121,410
                                                                    ============       ============       ============
</TABLE>





See notes to the interim unaudited condensed consolidated financial statements.



                                        3
<PAGE>



                   ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                          Three Months Ended                     Six Months Ended
                                               June 30,                             June 30,
                                        2002               2001              2002             2001
                                   ------------       ------------       ------------       ------------
<S>                                <C>                <C>                <C>                <C>
NET SALES                          $ 19,194,071       $ 22,006,132       $ 32,943,659       $ 38,070,027

COST OF GOODS SOLD                   14,256,438         15,854,003         25,665,373         28,750,824
                                   ------------       ------------       ------------       ------------

GROSS MARGIN                          4,937,633          6,152,129          7,278,286          9,319,203

SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES          4,517,033          4,691,982          8,416,534          8,700,481
                                   ------------       ------------       ------------       ------------

INCOME (LOSS) FROM OPERATIONS           420,600          1,460,147         (1,138,248)           618,722

OTHER INCOME AND (EXPENSES):
     Interest expense                  (332,959)          (632,685)          (616,068)        (1,211,782)
     Other - net                         78,198            147,041            167,029            280,027
                                   ------------       ------------       ------------       ------------
          Total other - net            (254,761)          (485,644)          (449,039)          (931,755)

INCOME (LOSS) BEFORE INCOME
     TAXES                              165,839            974,503         (1,587,287)          (313,033)

INCOME TAX (BENEFIT) EXPENSE             48,752            272,164           (477,186)          (109,278)
                                   ------------       ------------       ------------       ------------

NET INCOME (LOSS)                  $    117,087       $    702,339       $ (1,110,101)      $   (203,755)
                                   ============       ============       ============       ============

NET INCOME (LOSS) PER SHARE
     Basic                         $       0.03       $       0.16       $      (0.25)      $      (0.05)
                                   ============       ============       ============       ============
     Diluted                       $       0.03       $       0.16       $      (0.25)      $      (0.05)
                                   ============       ============       ============       ============

WEIGHTED AVERAGE NUMBER OF
     SHARES OUTSTANDING
     Basic                            4,502,608          4,489,215          4,498,240          4,489,215
                                   ============       ============       ============       ============
     Diluted                          4,680,002          4,522,039          4,489,240          4,489,215
                                   ============       ============       ============       ============
</TABLE>


See notes to the interim unaudited condensed consolidated financial statements.

                                       4
<PAGE>



                   ROCKY SHOES & BOOTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  Six Months Ended
                                                                       June 30,
                                                                 2002               2001
                                                            ------------       ------------
<S>                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                    $ (1,110,101)      $   (203,755)
Adjustments to reconcile net loss to net cash provided
     by (used in) operating  activities:
     Depreciation and amortization                             2,069,977          2,304,910
     Deferred taxes and liabilities - net                     (1,581,738)           195,743
     Loss on sale of fixed assets                                  9,508              7,434

Change in assets and liabilities:
     Receivables                                                (100,909)        (4,157,545)
     Inventories                                              (3,605,486)        (9,348,879)
     Prepaid expenses                                           (438,331)          (158,845)
     Other assets                                               (347,810)            20,602
     Accounts payable                                          2,643,981          2,598,861
     Accrued and other liabilities                              (835,747)           309,344
                                                            ------------       ------------

        Net cash used in operating  activities                (3,296,656)        (8,432,130)
                                                            ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                      (1,267,649)          (452,772)
Proceeds from sale of fixed assets                                12,750              6,498
                                                            ------------       ------------

        Net cash used in investing activities                 (1,254,899)          (446,274)
                                                            ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Long Term Debt                                  40,122,478         45,171,590
Payments on Long Term Debt                                   (37,082,443)       (36,958,125)
Proceeds from exercise of stock options                           71,419
                                                            ------------       ------------

        Net cash provided by financing activities              3,111,454          8,213,465
                                                            ------------       ------------


DECREASE IN CASH AND CASH EQUIVALENTS                         (1,440,101)          (664,939)

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                                            2,954,935          2,117,994
                                                            ------------       ------------

CASH AND CASH EQUIVALENTS,
END OF PERIOD                                               $  1,514,834       $  1,453,055
                                                            ============       ============
</TABLE>



See notes to the interim unaudited condensed consolidated financial statements.

                                       5
<PAGE>




                            ROCKY SHOES & BOOTS, INC.
                                AND SUBSIDIARIES


   NOTES TO THE INTERIM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       INTERIM FINANCIAL REPORTING

         In the opinion of management, the accompanying interim unaudited
         condensed consolidated financial statements reflect all adjustments
         which are necessary for a fair presentation of the financial results.
         All such adjustments reflected in the unaudited interim consolidated
         financial statements are considered to be of a normal and recurring
         nature. The results of the operations for the three month and six month
         periods ended June 30, 2002 and 2001 are not necessarily indicative of
         the results to be expected for the whole year. Accordingly, these
         consolidated financial statements should be read in conjunction with
         the consolidated financial statements and notes thereto contained in
         the Company's Annual Report to the Shareholders on Form 10-K for year
         ended December 31, 2001.

         Certain reclassifications have been made to the prior year amounts in
         order to conform to the current year presentation.

2.       CLOSURE OF MANUFACTURING OPERATIONS

         In September 2001, the Board of Directors approved a restructuring plan
         to consolidate and realign the Company's footwear manufacturing
         operations. Under this plan, the Company moved the footwear
         manufacturing operations at its Nelsonville, Ohio factory to the
         Company's factory in Puerto Rico. The restructuring plan was completed
         in fourth quarter 2001.

         The execution of this plan, which started in September 2001, resulted
         in the elimination of 67 employees at the Nelsonville, Ohio facility
         and transfer of a significant amount of machinery and equipment to the
         Company's Moca, Puerto Rico facility.

         A reconciliation of the plant closing costs and accrual for the quarter
         ended June 30, 2002 is as follows:



                                       6
<PAGE>




<TABLE>
<CAPTION>
                                                           ACCRUED                                          ACCRUED
                                          2001 TOTAL       BALANCE       FIRST QUARTER   SECOND QUARTER     BALANCE
                                            EXPENSES     DEC. 31, 2001   2002 PAYMENTS   2002 PAYMENTS    JUNE 30, 2002
                                          ----------     -------------   -------------   -------------    -------------
<S>                                       <C>             <C>             <C>             <C>             <C>
Severance
  Non-union                               $   71,668      $   71,668      $   20,483      $    5,091      $   46,094
  Union                                      292,653
Curtailment of pension plan benefits         690,000         690,000                                         690,000
Employee benefits                             34,223          33,000           6,808          22,739           3,453
Factory lease                                 90,000          85,000          13,000           9,000          63,000
Equipment and relocation costs               260,626           5,000                                           5,000
Legal and other costs                         60,830          18,623          11,825          33,847         (27,049)
                                          ----------      ----------      ----------      ----------      ----------


Total                                     $1,500,000      $  903,291      $   52,116      $   70,677      $  780,498
                                          ==========      ==========      ==========      ==========      ==========
</TABLE>



3.       INVENTORIES

         Inventories are comprised of the following:





<TABLE>
<CAPTION>
                                  June 30, 2002      December 31, 2001   June 30, 2001
                                  -------------      -----------------   -------------
<S>                             <C>                 <C>                 <C>
Raw materials                      $  5,348,288       $  4,537,865       $  6,791,263
Work-in Process                       1,798,754          1,578,107          2,969,247
Finished goods                       23,049,609         20,077,999         29,369,379
Factory outlet finished goods         1,283,499          1,680,693          2,814,227
Reserve for obsolescence or
     lower of cost or market           (161,000)          (161,000)          (560,000)
                                   ------------       ------------       ------------

Total                              $ 31,319,150       $ 27,713,664       $ 41,384,116
                                   ============       ============       ============
</TABLE>


4.       SUPPLEMENTAL CASH FLOW INFORMATION

         Cash paid for interest and Federal, state and local income taxes was as
         follows:

                                                       Six Months Ended
                                                           June 30,
                                                       2002           2001
                                                       ----           ----

        Interest                                     $624,184      $1,279,884
                                                     ========      ==========
        Federal, state and local
            income taxes                              $75,000         $77,348
                                                      =======         =======

         Accounts payable at June 30, 2002 and December 31, 2001 include a total
         of $9,286 and $5,310, respectively, relating to the purchase of fixed
         assets.

5.       PER SHARE INFORMATION

         Basic earnings/(loss) per share (EPS) is computed by dividing net
         income (loss) applicable to common shareholders by the basic weighted
         average number of common shares outstanding during each period. The
         diluted earnings per share computation


                                       7
<PAGE>


         includes common share equivalents, when dilutive. There are no
         adjustments to net income necessary in the calculation of basic and
         diluted earnings per share.

         A reconciliation of the shares used in the basic and diluted income per
         common share computation for the three months and six months ended June
         30, 2002 and 2001 is as follows:


<TABLE>
<CAPTION>
                                   Three Months Ended               Six Months Ended
                                        June 30,                        June 30,
                                   2002           2001             2002           2001
                                   ----           ----             ----           ----
<S>                               <C>            <C>              <C>            <C>
Basic Weighted average
     shares outstanding           4,502,608      4,489,215        4,498,240      4,489,215
                                  ---------      ---------        ---------      ---------
Diluted securities:
     Stock options                  177,394         32,824                -              -
                                  ---------      ---------        ---------      ---------
Diluted Weighted average
     shares outstanding           4,680,002      4,522,039        4,498,240      4,489,215
                                  =========      =========        =========      =========
</TABLE>



6.       RECENTLY ADOPTED FINANCIAL ACCOUNTING STANDARDS

         Effective January 1, 2002, the Company adopted Financial Accounting
         Standards Board (FASB) Statement No. 141, "Business Combinations," and
         SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141
         requires that the purchase method of accounting be used for all
         business combinations initiated after June 30, 2001. The adoption of
         this statement did not have a material impact on its consolidated
         financial statements. SFAS No. 142 changes the accounting for goodwill
         and certain other intangible assets from an amortization method to an
         impairment only approach. The Company has no goodwill recorded.
         However, the total net book value of indefinite-lived intangible assets
         at June 30, 2002 was $413,869. Indefinite-lived intangible assets
         represent the cost of acquiring the licensing rights to ROCKY(R) Kids
         from Philip's Kids, LLC. These rights have previously been determined
         to have an indefinite useful life and accordingly are not subject to
         amortization. In addition, the Company has intangible assets consisting
         of patents and trademarks totaling approximately $500,000 at June 30,
         2002 that are being amortized over 15 years. Amortization expense
         related to these intangible assets in the first six months of fiscal
         2002 and 2001 was $34,972 and $18,904 respectively.

         As previously reported, FASB issued SFAS No. 145, "Rescission of FASB
         Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections" in April 2002. It is effective for the first
         quarter in the year ended December 31, 2003. The Company does not
         believe the adoption of SFAS No. 145 will have a significant impact on
         its consolidated financial statements.



                                       8
<PAGE>



         PART 1 - FINANCIAL INFORMATION

ITEM 2

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, information derived
from the Company's Interim Unaudited Condensed Consolidated Financial
Statements, expressed as a percentage of net sales. The discussion that follows
the table should be read in conjunction with the Interim Unaudited Condensed
Consolidated Financial Statements of the Company.

<TABLE>
<CAPTION>
                                                 PERCENTAGE OF NET SALES
                                      Three Months Ended           Six Months Ended
                                          June 30,                      June 30,
                                    2002         2001              2002         2001
                                    ----         ----              ----         ----
<S>                                  <C>          <C>               <C>          <C>
Net Sales                            100.0%       100.0%            100.0%       100.0%
Cost of Goods Sold                    74.3%        72.0%             77.9%        75.5%
                                  ----------  -----------        ----------  -----------
Gross Margin                          25.7%        28.0%             22.1%        24.5%
Selling, General and
     Administrative Expenses          23.5%        21.4%             25.6%        22.9%
                                  ----------  -----------        ----------  -----------
Income (Loss) from Operations          2.2%         6.6%             (3.5%)        1.6%
                                  ==========  ===========        ==========  ===========
</TABLE>


THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

Net Sales

Net sales decreased $2,812,061, or 12.8%, to $19,194,071 for the quarter ended
June 30, 2002 compared to $22,006,132 for the same period a year ago.
Continuation of weak market conditions, particularly in the rugged outdoor
segment, resulted in the decline in net sales for second quarter 2002 compared
to last year. In addition, unusually warm weather conditions throughout most of
the 2001-2002 winter selling season for rugged outdoor footwear adversely
affected sales for the Company's retail customers and therefore orders during
2002.

The Company had increased sales of military boots and Wild Wolf(R) by Rocky(R)
footwear during second quarter 2002 compared to last year, and made initial
shipments of ROCKY(R) Kids footwear and ROCKY(R) Gear clothing and accessories
during the quarter. These sales gains were offset by lower sales in the rugged
outdoor footwear, occupational and casual footwear categories. The Company began
shipping military footwear in second quarter 2001 pursuant to a contract with
the U.S. Government. Second quarter 2002 net sales included $2,600,000 of
military boots versus $1,700,000 for the same period in 2001. All orders under
this contract have been shipped and the contract was completed as of June 30,
2002.

Gross Margin


                                       9
<PAGE>

Gross margin decreased $1,214,496, or 19.7%, to $4,937,633 for the quarter ended
June 30, 2002 compared to $6,152,129 for the same period in 2001. As a
percentage of net sales, gross margin was 25.7% this year compared to 28.0% a
year ago. The change in product mix, with military boots representing a higher
percentage of net sales in second quarter 2002, negatively affected the gross
margin. Military boots are produced at lower gross margin than footwear in the
Company's other categories. Positive contributions were realized from the
manufacturing realignment announced during third quarter 2001 and incremental
benefits are expected in future periods.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") decreased $174,949, or
3.7%, to $4,517,033 for the quarter ended June 30, 2002 compared to $4,691,982
for the same period a year ago. As a percentage of net sales, SG&A increased to
23.5% versus 21.4% a year ago. Despite the shortfall in sales, progress was
achieved regarding controllable costs. Cost reduction programs have been
implemented during the past 18 months to streamline operations and improve
operating efficiency. These savings enhanced the Company's results in second
quarter 2002 despite the challenging retail environment, and incremental
benefits are expected in future periods.

Interest Expense

Interest expense decreased $299,726, or 47.4%, to $332,959 in the quarter ended
June 30, 2002 compared to $632,685 the same quarter a year ago. The Company
benefited from lower outstanding balances and, to a lesser extent, more
favorable interest rates compared with second quarter 2001. The Company's funded
debt decreased 42.7% to $20,485,201 at June 30, 2002 versus $35,729,114 a year
ago due to a $10,064,966 reduction in inventory and a $5,125,143 decline in
accounts receivable at June 30, 2002 compared with last year.

Income Taxes

Income taxes for the three months ended June 30, 2002 decreased to $48,752
compared to $272,164 for the same period a year ago. The decrease in income tax
expense is due to reduced operating income in the current quarter as compared
with the prior year. The Company's effective tax rate of 29.4% for the three
months ended June 30, 2002 compares with an effective tax rate of 27.9% for the
same period last year.


                                       10
<PAGE>

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2001

Net Sales


Net sales for the six months ended June 30, 2002 decreased $5,126,368 or 13.5%
to $32,943,659 versus $38,070,027 for the same period a year ago. This decline
is generally attributable to the continuation of weak market conditions combined
with the inventory impact from the unusually warm 2001-2002 winter season. These
factors particularly affected sales in the rugged outdoor category. Sales of
occupational and casual footwear were primarily impacted by weak market
conditions.

Sales of military boots increased during the first half of 2002. In addition,
the Company made initial shipments of ROCKY(R) Kids footwear and ROCKY(R) Gear
clothing and accessories during this period. The Company began shipping military
footwear in second quarter 2001 pursuant to a contract with the U.S. Government.
Military boot sales totaled $6,400,000 during the first six months of 2002
compared to $1,700,000 for the same period last year. All orders under this
contract were shipped as of June 30, 2002.

Gross Margin

Gross margin for the six months ended June 30, 2002 decreased $2,040,917, to
$7,278,286 versus $9,319,203 for the same period a year ago. As a percentage of
net sales, gross margin was 22.1% in the first half of 2002 versus 24.5% for the
same period a year ago. Similar to the second quarter, higher sales of military
boots, which are produced at a lower margin than the Company's branded footwear,
affected product mix and gross margin for the first six months of 2002 compared
to last year. Positive contributions were realized from the manufacturing
realignment announced during third quarter 2001 and incremental benefits are
expected in future periods.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses (SG&A) for the six months ended
June 30, 2002 were $8,416,534 compared with $8,700,481 for the same period a
year ago. SG&A expenses were 25.5% of net sales in the first half of 2002 versus
22.9% in 2001. Cost reduction programs have been implemented during the past 18
months to streamline operations and improve operating efficiency. These savings
enhanced the Company's results for the first six months of 2002 despite the
challenging retail environment.

Interest Expense

Interest expense for the six months ended June 30, 2002 decreased $595,714 or
49.2% to $616,068 versus $1,211,782 for the same period a year ago. The
significant reduction is principally due to lower borrowings, and, to a lesser
extent, the decline in interest rates versus the prior year. The Company's
funded debt decreased 42.7% to $20,485,201 at June 30, 2002 versus $35,729,114 a
year ago. This was primarily due to the $10,064,966 reduction in inventory and a
$5,125,143 reduction in accounts receivable compared to the same date in 2001.



                                       11
<PAGE>


Income Taxes

Income tax benefit increased to $477,186 for the six months ended June 30, 2002
from $109,278 for the comparable period last year. The Company's effective tax
benefit rate of 30.1% for the first half of 2002 compares with 34.9% for the
same period last year.

Liquidity and Capital Resources

The Company has principally funded working capital requirements and capital
expenditures through borrowings under its line of credit and other indebtedness.
Working capital is primarily used to support changes in accounts receivable and
inventory principally as a result of the Company's seasonal business cycle.
These requirements are generally lowest in the months of January through March
of each year, and highest during the months of May through October. In addition,
the Company requires financing to develop and introduce new footwear styles,
and, to a lesser extent, for machinery, equipment and facilities due to the
increased percentage of sourced footwear sold and the recently completed
manufacturing realignment. At June 30, 2002, the Company had working capital of
$45,147,702 versus $44,266,895, at December 31, 2001.

The Company's line of credit, which extends through September 2003, provides for
advances based on a percentage of eligible accounts receivable and inventory
with maximum borrowings under the line of credit of $50,000,000. The Company had
borrowed $14,272,775 against its currently available line of credit of
$19,228,129 at June 30, 2002.

The Company's cash flow used in operations decreased to $3,296,656 in first half
of 2002 from $8,432,130 for the same period in the prior year. The period over
period comparison reflects smaller increases in accounts receivable and
inventory in the current year, which were partially offset by the increased net
loss. All of the related balance sheet fluctuations reflect the seasonal nature
of the Company's business and are normal when consideration is given to reduced
net sales for the 2002 year-to-date period and the Company's emphasis on
inventory management.

The principal use of cash flows in investing activities for the first six months
of 2002 and 2001 has been for investment in property, plant, and equipment. In
the first half of 2002, property, plant, and equipment expenditures were
approximately $1,268,000 versus $453,000 for the same period in 2001. During the
first half of 2002, the Company made investments in its Puerto Rico factory that
enhanced manufacturing capabilities. In addition, projects have been initiated
to upgrade sales and customer support capabilities.

The Company's cash flows from financing activities reflect the increases and
decreases in borrowings under its revolving credit facility and long-term
mortgage facility to finance working capital requirements and other operating
capital expenditures.

Inflation

The Company cannot determine the precise effects of inflation; however,
inflation continues to have an influence on the cost of materials, salaries, and
employee benefits. The Company attempts to offset the effects of inflation
through increased selling prices, productivity improvements, and reduction of
costs.


                                       12
<PAGE>


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, management evaluates its estimates and judgments, including those
related to accounts receivable, inventories, pension benefits, income taxes, and
restructuring costs. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions.

Management believes the following critical accounting policies, among others,
affect its more significant judgments and estimates used in the preparation of
its consolidated financial statements.

Accounts receivable allowances

Management maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be
required. Management also records estimates for customer returns and discounts
offered to customers. Should a greater proportion of customers return goods and
take advantage of discounts than estimated by the Company, additional allowances
may be required.

Inventories

Management identifies slow moving or obsolete inventories and estimates
appropriate loss provisions related to these inventories. Historically, these
loss provisions have not been significant as the vast majority of the Company's
inventories are considered saleable and the Company has been able to liquidate
any slow moving or obsolete inventories through the Company's factory clearance
center or through various discounts to customers. Should management encounter
difficulties liquidating slow moving or obsolete inventories, additional
provisions may be required.

Pension benefits

Management records an accrual for pension costs associated with the Company
sponsored noncontributory defined benefit pension plans covering the union and
non-union workers of the



                                       13
<PAGE>

Company's operations. Future adverse changes in market conditions or poor
operating results of underlying plan assets could result in losses or a higher
accrual.



Income taxes

Currently, management has not recorded a valuation allowance to reduce its
deferred tax assets to the amount that it believes is more likely than not to be
realized. The Company has considered future taxable income and ongoing prudent
and feasible tax planning strategies in assessing the need for the valuation
allowance, however in the event the Company were to determine that it would not
be able to realize all or part of its net deferred tax assets in the future, an
adjustment to the deferred tax assets would be charged to income in the period
such determination was made. Likewise, should the Company determine that it
would be able to realize its deferred tax assets in the future in excess of its
net recorded amount, an adjustment to the deferred tax assets would increase
income in the period such determination was made.

Restructuring costs

As disclosed in Note 2 of Notes to the Interim Unaudited Condensed Consolidated
Financial Statements, in 2001 management established an accrual for estimated
restructuring and realignment costs associated with the closing of its
Nelsonville manufacturing facility. The Company expects no additional
restructuring and realignment costs associated with this plan, however should
the Company incur additional costs related to the closing of the manufacturing
facility, additional accruals may be required.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.

The foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, 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 any
statements regarding gross margin (paragraphs 4 and 10), and selling, general
and administrative expenses (paragraph 5). Investors are cautioned that such
statements involve risks and uncertainties, including, but not limited to,
changes in consumer demand, seasonal fluctuations, impact of weather,
competition, reliance on suppliers, changing retailing trends, reliance on
foreign manufacturing, changes in tax rates, capital expenditures, limited
protection of proprietary technology, and other risks, uncertainties and factors
described in the Company's most recent Annual Report on Form 10-K and other
filings from time to time with the Securities and Exchange Commission. One or
more of these factors have affected, and in the future could affect the
Company's business and financial results and cause actual results to differ
materially from plans and projections. Although the Company and its management
believe that the assumptions underlying the forward-looking statements contained
herein are reasonable, any of the assumptions could be inaccurate. Therefore,
there can be no assurance that the forward-looking statements included herein
will prove to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements contained herein, the inclusion of such
information should not be regarded as a representation by




                                       14
<PAGE>

the Company, its management or any other person that the Company's objectives
and plans will be achieved. All forward-looking statements made herein are based
on information presently available to the management of the Company. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements.


PART 1 - FINANCIAL INFORMATION

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There have been no material changes since December 31, 2001.

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The 2002 Annual Meeting of Shareholders was held on May 15, 2002, and the
following proposals were acted upon:

Proposal 1: The election of Class II Directors of the Company, each to serve
until the 2004 Annual Meeting of Shareholders or until their successors are
elected and qualified:


                                           Number of Shares Voted
                                 ---------------------------------------------
                                   FOR              WITHHOLD          TOTAL
                                                    AUTHORITY

Leonard L. Brown                3,689,453           324,050         4,013,503

David Fraedrich                 3,070,718           942,785         4,013,503

Curtis A. Loveland              3,690,503           323,000         4,013,503

Robert D. Rockey                3,688,603           324,900         4,013,503




                                       15
<PAGE>


Proposal 2: To approve and adopt amendments to the Company's 1995 Stock Option
Plan.


                     Number of Shares Voted
----------------------------------------------------------------
      FOR          WITHHOLD        ABSTAINED          TOTAL
                  AUTHORITY

   3,178,196        828,732          6,575           4,013,503

Proposal 3: To ratify appointment of Deloitte & Touche LLP to serve as the
Company's independent public accountants for the fiscal year ending December 31,
2002.




                     Number of Shares Voted
-------------------------------------------------------------------
   FOR             AGAINST          ABSTAINED            TOTAL

 4,007,593          3,550             2,360            4,013,503




ITEM 5.  OTHER INFORMATION.

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.

                  Exhibit 10.1      Fifth Amendment to Loan and Security
                                    Agreement, dated June 21, 2002, among the
                                    Company, Lifestyle Footwear, Inc., and GMAC
                                    Business Credit, LLC.

                  Exhibit 99.1      Certification Pursuant to 18 U.S.C. Section
                                    1350, As Adopted Pursuant To Section 906 Of
                                    The Sarbanes-Oxley Act of 2002.

                  Exhibit 99.2      Certification Pursuant to 18 U.S.C. Section
                                    1350, As Adopted Pursuant To Section 906 Of
                                    The Sarbanes-Oxley Act of 2002.


         (b)      Reports on Form 8-K.  None


                                       16
<PAGE>



                                    SIGNATURE

         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 thereunto duly authorized.

                                      ROCKY SHOES & BOOTS, INC.


Date:    August 13, 2002             /s/ James E. McDonald
                                     ------------------------------------
                                     James E. McDonald, Vice President and
                                     Chief Financial Officer*



     In his capacity as Vice President and Chief Financial Officer, Mr. McDonald
     is duly authorized to sign this report on behalf of the Registrant.





                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>l95574aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1
                    AMENDMENT TO LOAN AND SECURITY AGREEMENT


         THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
entered into as of the 21st day of June, 2002, by and between GMAC BUSINESS
CREDIT, LLC, a Delaware limited liability company ("Lender"), and ROCKY SHOES &
BOOTS, INC., an Ohio corporation, and LIFESTYLE FOOTWEAR, INC., a Delaware
corporation (each a "Borrower" and collectively, the "Borrowers").

                                   WITNESSETH:

         WHEREAS, Lender and Borrowers entered into that certain Loan and
Security Agreement dated as of September 18, 2000, as amended from time to time
(collectively, the "Agreement"); and

         WHEREAS, as a result of certain changes in law regarding the granting
and perfection of security interests, the parties hereto now desire to amend the
Agreement to reflect such changes in the law.

         NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:

         1. INCORPORATION OF THE AGREEMENT. All capitalized terms that are not
defined hereunder shall have the same meanings as set forth in the Agreement,
and the Agreement, to the extent not inconsistent with this Amendment, is
incorporated herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the amendments set forth in PARAGRAPH 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and its provisions
shall be binding on the parties hereto.

         2. AMENDMENT OF THE AGREEMENT. The Agreement is hereby amended as
follows:

                  (a) Any and all references to the Agreement shall be deemed to
refer to and include this Amendment, as the same may be further amended,
modified, restated or supplemented from time to time.

                  (b) The definitions of the terms "Commercial Tort Claim,"
"Deposit Account," "Electronic Chattel Paper," "Letter-of-Credit Rights,"
"Payment Intangibles," "Software," "Supporting Obligations" and "Tangible
Chattel Paper" shall have the meanings assigned thereto in the Uniform
Commercial Code.


<PAGE>

                  (c) The definitions of the terms "Computer Hardware and
Software," "New Collateral," "Organizational I.D. Number," "Type of
Organization" and "Uniform Commercial Code" are hereby appended to Section 2 of
the Agreement to read in their entirety as follows:

                  "Computer Hardware and Software" means all rights (including
         rights as licensee and lessee) with respect to (i) computer and other
         electronic data processing hardware, including all integrated computer
         systems, central processing units, memory units, display terminals,
         printers, computer elements, card readers, tape drives, hard and soft
         disk drives, cables, electrical supply hardware, generators, power
         equalizers, accessories, peripheral devices and other related computer
         hardware; (ii) all Software and all software programs designed for use
         on the computers and electronic data processing hardware described in
         clause (i) above, including all operating system software, utilities
         and application programs in whatsoever form (source code and object
         code in magnetic tape, disk or hard copy format or any other listings
         whatsoever); (iii) any firmware associated with any of the foregoing;
         and (iv) any documentation for hardware, software and firmware
         described in clauses (i), (ii) and (iii) above, including flow charts,
         logic diagrams, manuals, specifications, training materials, charts and
         pseudo codes; including all rights with respect thereto, including any
         and all licenses, options, warranties, service contracts, program
         services, test rights and indemnifications, and any substitutions,
         replacements, additions or model conversions of any of the foregoing.

                  "New Collateral" shall mean, collectively, Accounts,
         Commercial Tort Claims, Deposit Accounts, Electronic Chattel Paper,
         Letter-of-Credit Rights, Payment Intangibles, Software, Supporting
         Obligations, Tangible Chattel Paper and Computer Hardware and Software;
         provided, however, notwithstanding anything to the contrary contained
         herein, the term "New Collateral" shall not include any Excluded
         Property, "Excluded Property" means (i) any Equipment that is subject
         to a "purchase money security interest", as such term is now or
         hereafter defined in the UCC, which (x) constitutes a Permitted Lien
         under the Agreement and (y) prohibits the creation by a Borrower of a
         junior security interest therein, unless the holder thereof has
         consented to the creation of such a junior security interest; (ii) any
         Computer Hardware and Software, General Intangibles, contract right,
         license agreement or any other agreement if and to the extent that (A)
         in the case of any such Collateral, (x) any contract evidencing the
         same contains a contractual restriction or limitation which prohibits
         the grant or creation of a security interest therein, or (y) a
         restriction or limitation imposed by applicable law, regulation, rule,
         order or other directive of any governmental body, agency or authority,
         or the order of any court of competent jurisdiction, prohibits the
         grant or creation of a security interest in such item of Collateral, or
         (B) in the case of any such item of Collateral, such item would be
         subject to loss or forfeiture upon the grant or creation of a security
         interest therein by reason of (x) a contractual restriction or
         limitation contained in any such contract evidencing the same, or (y) a
         restriction or limitation imposed by applicable law, regulation, rule,
         order or other directive of any governmental body, agency or authority,
         or the order of any court of competent jurisdiction; and (iii) any
         depository account maintained by any Borrower used solely (A) for petty
         cash purposes; (B) for payroll; (C) for charitable contributions; or
         (D)


                                       2
<PAGE>

         for medical expenses or payments, pension benefits, employee benefits,
         employee taxes, stock options and like special purpose employee
         accounts.

         "Organizational I.D. Number" means, with respect to a Borrower, the
organizational identification number assigned to such Borrower by the applicable
governmental unit or agency of the jurisdiction of organization for the
Borrower.

         "Type of Organization" means, with respect to a Borrower, the kind or
type of entity of such Borrower, such as a corporation or limited liability
company.

         "Uniform Commercial Code" means the Uniform Commercial Code as in
effect in the State of Michigan on the date of this Agreement, as may be amended
or otherwise modified and in effect from time to time; provided that, if the
context so requires, "Uniform Commercial Code" shall mean the Uniform Commercial
Code as in effect from time to time in any applicable jurisdiction.

                  (d) The definition of the terms "Accounts" and "General
Intangibles" appearing in Section 2 of the Agreement are hereby amended and
restated in their entirety to read as follows:

                  "Accounts" shall have the meaning given to such term in the
          Uniform Commercial Code.

                  "General Intangibles" shall have the meaning given to such
          term in the Uniform Commercial Code.

                  (e) The definition of the term "Collateral" appearing in
Section 2 of the Agreement is deemed amended to add thereto and include, without
limitation (including for purposes of this Amendment), the New Collateral as of
the date of the original grant of security interest by each Borrower to Lender.

                  (f) The introductory paragraph of SECTION 2 is hereby amended
by inserting the following sentence at the beginning of such paragraph:

                  Except as otherwise defined in this Agreement or the Loan
         Documents, all words, terms and/or phrases used herein and therein
         shall be defined by the applicable definition therefor (if any) in the
         Uniform Commercial Code.

                  (g) SECTION 5.1 is hereby amended by renumbering the current
text of SECTION 5.1 as subparagraph (a) and inserting the following text as
SECTION 5.1(b):

                  (b) In addition to the grant of security interest set forth
above, each Borrower hereby grants to Lender, to secure payment when due (at
maturity or otherwise) of such Borrower's Obligations, a continuing, first
priority lien and security interest in and to each item

                                       3
<PAGE>



of New Collateral (subject to Permitted Liens), whether now existing or owned,
or hereafter arising or acquired, regardless of where located.

                  (h) A new Section 5.6 is hereby appended to the Agreement to
read in its entirety as follows:

                  5.6 FURTHER ASSURANCES. Each Borrower hereby irrevocably
         authorizes Lender at any time, and from time to time, to file in any
         jurisdiction any initial financing statements and amendments thereto
         with respect of any property in which any of the Borrowers have granted
         to Lender a security interest or collateral assignment that (A)
         indicate the Collateral (y) as all assets of a Borrower or words of
         similar effect, regardless of whether any particular asset comprised in
         the Collateral falls within the scope of Article 9 of the Uniform
         Commercial Code of the jurisdiction wherein such financing statement or
         amendment is filed, or (z) as being of an equal or lesser scope or
         within greater detail, and (B) contain any other information required
         by Part 5 of Article 9 of the Uniform Commercial Code of the
         jurisdiction wherein such financing statement or amendment is filed
         regarding the sufficiency or filing office acceptance of any financing
         statement or amendment, including (y) the Type of Organization and the
         Organizational I.D. Number issued to the Borrower and (z) in the case
         of a financing statement filed as a fixture filing or indicating
         Collateral to be extracted collateral or timber to be cut, a sufficient
         description of real property to which the Collateral relates. Each
         Borrower further ratifies and affirms its authorization for any
         financing statements and/or amendments thereto, filed by Lender in any
         jurisdiction prior to the date of this Agreement.

                  (i) A new Section 5.7 is hereby appended to the Agreement to
read in its entirety as follows:

                  5.7 ADDITIONAL COLLATERAL. Each Borrower shall promptly notify
         Lender, in writing, of the existence of any Collateral consisting of
         Deposit Accounts, Investment Property, Letter-of-Credit Rights or
         Electronic Chattel Paper and shall, upon the request of Lender,
         promptly execute such other documents, and do such other acts or things
         deemed appropriate by Lender to deliver to Lender control with respect
         to such Collateral; with respect to Collateral in the possession of a
         third party, other than Certificated Securities and Goods covered by a
         Document, an acknowledgment from the third party that it is holding the
         Collateral for benefit of the Lender; and promptly notify Lender, in
         writing, upon incurring or otherwise obtaining a Commercial Tort Claim
         in excess of the sum of $100,000 after the date hereof against any
         third party, and, upon the request of Lender, will promptly enter into
         an amendment to this Agreement, and do such other acts or things deemed
         reasonably appropriate by Lender to give Lender a security interest in
         such Commercial Tort Claim.

                  (j) A new Section 6.25 is hereby appended to the Agreement to
read in its entirety as follows:


                                       4
<PAGE>

                  6.25 ORGANIZATION. Each Borrower's state of organization, Type
         of Organization, and Organizational I.D. Number are as follows:

                           ROCKY SHOES & BOOTS, INC.
                           State of Organization: Ohio
                           Type of Organization: corporation
                           Organizational I.D. Number: 821674

                           LIFESTYLE FOOTWEAR, INC.
                           State of Organization: Delaware
                           Type of Organization: corporation
                           Organizational I.D. Number: 2109896

                  (k)      SECTION 12.21(d) is hereby amended and restated to
read in its entirety as follows:

                           (d)      RESERVED.

         3. REPRESENTATIONS, COVENANTS AND WARRANTIES; NO DEFAULT. The
representations, covenants and warranties set forth in the Agreement shall be
deemed remade as of the date hereof by each Borrower (other than representations
and warranties made as of a particular date), except that any and all references
to the Agreement in such representations and warranties shall be deemed to
include this Amendment. Each Borrower hereby represents and confirms that no
Event of Default has occurred and is continuing and no event has occurred and is
continuing that, with the lapse of time, the giving of notice, or both, would
constitute such an Event of Default under the Agreement.

         4. DELIVERY OF DOCUMENTS. Notwithstanding any of the foregoing, prior
to or contemporaneously with the making of the Amendment, Lender shall have
received from each Borrower a fully executed copy of this Amendment and each
other document, instrument or agreement requested by Lender, each in form and
substance satisfactory to Lender, and all of the transactions contemplated by
each such document shall have been consummated or each condition contemplated by
each such document shall have been satisfied.

         5. FEES AND EXPENSES. Each Borrower agrees to pay on demand all costs
and expenses of or incurred by Lender (including, but not limited to, legal fees
and expenses) in connection with the evaluation, negotiation, preparation,
execution and delivery of this Amendment and all related documents, instruments
and agreements.

         6. EFFECTUATION. The amendments to the Agreement contemplated by this
Amendment shall be deemed effective immediately upon the full execution of this
Amendment and without any further action required by the parties hereto. There
are no conditions precedent or subsequent to the effectiveness of this
Amendment.



                                       5
<PAGE>

         7. CONTINUING. EFFECT. Except as otherwise specifically set forth
herein, the provisions of the Agreement shall remain in full force and effect.
Each Borrower hereby reaffirms its grant of the security interest in the
Collateral, as amended hereby.


         8. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

         Amendment to Loan and Security Agreement Signature Page

         IN WITNESS WHEREOF, the parties hereto have duty executed this
Amendment to Loan and Security Agreement as of the date first above written.

                                   ROCKY SHOES & BOOTS, INC.,
                                   an Ohio corporation



                                   By:      /s/ James E. McDonald
                                      -----------------------------------------
                                   Name:    James E. McDonald
                                        ---------------------------------------
                                   Title:   V.P. & C.F.O.
                                         --------------------------------------


                                   LIFESTYLE FOOTWEAR, INC.,
                                   a Delaware corporation



                                   By:      /s/ James E. McDonald
                                      -----------------------------------------
                                   Name:    James E. McDonald
                                        ---------------------------------------
                                   Title:   V.P. & C.F.O.
                                         --------------------------------------


                                   GMAC BUSINESS CREDIT, LLC,
                                   a Delaware limited liability company



                                   By:      /s/ Kathryn Williams
                                      -----------------------------------------
                                   Name:    Kathryn Williams
                                        ---------------------------------------
                                   Title:   Vice President
                                         --------------------------------------


                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>l95574aexv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.1

                            ROCKY SHOES & BOOTS, INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Rocky Shoes & Boots, Inc.
(the "Company") on Form 10-Q for the period ending June 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Mike Brooks, President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

                  (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.


                                              /s/ Mike Brooks
                                              ---------------------------------
                                              Mike Brooks, President and Chief
                                              Executive Officer
                                              August 13, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>l95574aexv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                  EXHIBIT 99.2

                            ROCKY SHOES & BOOTS, INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Rocky Shoes & Boots, Inc.
(the "Company") on Form 10-Q for the period ending June 30, 2002, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
James E. McDonald, Vice President and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

                  (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

                  (2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of operations of
the Company.


                                            /s/ James E. McDonald
                                            -----------------------------------
                                            James E. McDonald, Vice President
                                            and Chief Financial Officer
                                            August 13, 2002


</TEXT>
</DOCUMENT>
</SUBMISSION>
