<SUBMISSION>
<ACCESSION-NUMBER>0000950152-02-007774
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20021023
<ITEMS>5
<ITEMS>7
<FILING-DATE>20021024
<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>8-K
<ACT>34
<FILE-NUMBER>000-21026
<FILM-NUMBER>02797667
</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>8-K
<SEQUENCE>1
<FILENAME>l96903ae8vk.txt
<DESCRIPTION>ROCKY SHOES & BOOTS            8-K
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM 8-K

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

                              --------------------


                        DATE OF REPORT: OCTOBER 23, 2002

                              --------------------

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

                              --------------------


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


                              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)


                              --------------------


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


                              --------------------

<PAGE>



ITEM 5.     OTHER ITEMS.

         On October 23, 2002, Rocky Shoes & Boots, Inc., an Ohio corporation
(the "Company"), issued a press release announcing that the Company had obtained
a two-year extension of its bank credit facility with GMAC Business Credit, LLC
("GMAC"). The press release, dated October 23, 2002, is included as Exhibit 99
to this Form 8-K and is incorporated herein by this reference. The Eighth
Amendment to the Loan and Security Agreement, dated as of October 21, 2002,
among the Company, Lifestyle Footwear, Inc., and GMAC, is included as Exhibit
10.1 to this Form 8-K and is incorporated herein by this reference.

ITEM 7.   EXHIBITS.

         (c)      EXHIBITS.

             Exhibit No.                       Description

                10.1        Eighth Amendment to Loan and Security Agreement,
                            dated as of October 21, 2002, among Rocky Shoes
                            & Boots, Inc., Lifestyle Footwear, Inc., and
                            GMAC Business Credit, LLC.

                 99         Press Release, dated October 23, 2002, entitled
                            "Rocky Shoes & Boots, Inc. Announces New Credit
                            Facility."


                                   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:  October 24, 2002              By:    /s/ James E. McDonald
                                        ----------------------------------------
                                        James E. McDonald, Vice President and
                                        Chief Financial Officer








<PAGE>



                                  EXHIBIT INDEX


           Exhibit No.                        Description

              10.1          Eighth Amendment to Loan and Security Agreement,
                            dated as of October 21, 2002, among Rocky Shoes &
                            Boots, Inc., Lifestyle Footwear, Inc., and GMAC
                            Business Credit, LLC.

               99           Press Release, dated October 23, 2002, entitled
                            "Rocky Shoes & Boots, Inc. Announces New Credit
                            Facility."






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>l96903aexv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>






                                                                    EXHIBIT 10.1

                 EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 -----------------------------------------------


         This Eighth Amendment to Loan and Security Agreement (the "AMENDMENT")
is made on October 21, 2002 by GMAC Business Credit, LLC ("LENDER") and ROCKY
SHOES & BOOTS, INC. and LIFESTYLE FOOTWEAR, INC. ("BORROWERS").

                                    RECITALS
                                    --------

         A. Borrowers and Lender entered into a Loan and Security Agreement
dated September 18, 2000 (as amended from time to time, including by this
Amendment, the "LOAN AGREEMENT"). Capitalized terms used in this Amendment shall
have the meanings set forth in the Loan Agreement unless otherwise defined in
this Amendment; words placed in brackets "[ ]" are for convenience only and are
not intended to effect the substance of this Amendment.

         B. Borrowers and Lender wish to amend the Loan Agreement as set forth
below.

         THEREFORE, in consideration of the mutual promises and agreements of
the parties hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged, the parties agree as
follows:

                              TERMS AND CONDITIONS
                              --------------------

         1. The reference to "$50,000,000.00" in Section 1(a) of the Loan
Agreement [maximum outstanding loans] is amended to read "$45,000,000.00".

         2. Section 1(d) of the Loan Agreement is amended in its entirety to
read as follows:




<PAGE>

                  (d)      Subject to SECTION 3.8 below, the applicable interest
                           rate (prior to an Event of Default) on all
                           Obligations is initially the Prime Rate per annum OR
                           2.375% per annum in excess of the applicable LIBOR
                           Rate (the foregoing interest rates are referred to as
                           the "BASE RATES", a "BASE RATE," a "PRIME BASE RATE"
                           or a "LIBOR BASE RATE", as applicable); provided,
                           however if Borrowers' consolidated net income for
                           fiscal year 2002 (based on audited financial
                           statements prepared in accordance with GAAP) is less
                           than $2.0 million before extraordinary and
                           nonrecurring items, the applicable interest rates
                           will revert to the rates provided set forth in the
                           original Loan Agreement (one-quarter percent (0.25%)
                           per annum in excess of the Prime Rate and two and
                           one-half percent (2.50%) in excess of the applicable
                           LIBOR Rate).

         3. The reference to "September 18, 2003" in Section 1(e) of the Loan
Agreement [the term of the Loan Agreement] is amended to read "September 30,
2005".

         4. The reference to "$5,000" in Section 1(f) of the Loan Agreement
[monthly loan administration fee] is amended to read "$2,500".

         5. The definition of Availability Reserve is amended in its entirety to
read as follows:

                  "AVAILABILITY RESERVE" means $1,000,000.00 unless Borrowers'
                  consolidated net income for fiscal year 2002 (based on audited
                  financial statements prepared in accordance with GAAP) is at
                  least $2.0 million before extraordinary and nonrecurring
                  items, in which case the Availability Reserve will be reduced
                  to $500,000, effective upon Lender's receipt of such financial
                  statements.

         6. The reference to "180 days" in subpart (3) of the definition of
Eligible Accounts [maximum permitted days past invoice date or shipment on dated
accounts] is amended to read "210 days."

         7. The definition of Fixed Charge Coverage Ratio is amended in its
entirety to read as follows:







                                       2
<PAGE>

                  "FIXED CHARGE COVERAGE RATIO" means the ratio of (i) EBITDA
                  MINUS internally funded capital expenditures to (ii) interest,
                  scheduled principal payments on long term indebtedness and
                  scheduled payments on capitalized leases and all income taxes,
                  all as determined according to generally accepted accounting
                  principles, consistently applied for the twelve month period
                  ending on the applicable measurement date.

         8. Section 3.6 of the Loan Agreement is amended in its entirety to read
as follows:

                 3.6 TERMINATION PREMIUM. If this Agreement is terminated
         (including by application of SECTION 9.6) at any time prior to the
         expiration of the Initial Term voluntarily by Parent or by Lender upon
         the occurrence of an Event of Default that is not timely cured,
         Borrowers shall be obligated to pay Lender a termination premium equal
         to the following (the "TERMINATION PREMIUM"):

                           (a) 1% of the Revolving Advance Limit if terminated
                  before September 30, 2003;

                           (b) one-half percent (0.50%) of the Revolving Advance
                  Limit if terminated after September 30, 2003 but before
                  October 1, 2004; and

                           (c) zero after October 1, 2004.

         The Termination Premium will also be due and payable in connection with
         termination of this Agreement or payment of the Obligations by any
         trustee or debtor-in-possession in any Insolvency Proceeding. The
         Termination Premium is presumed to be a reasonable estimate of the
         amount of damages sustained by Lender as a result of the early
         termination of this Agreement and Borrower agrees that such amount is
         reasonable under the circumstances currently existing.

         9. The phrase in Section 3.6(b)(ii) of the Loan Agreement "up to
one-half" [amount of the Loans for which Borrowers may elect the LIBOR Rate
Option] is amended to read "up to three-quarters."

         10. Section 8.6 of the Loan Agreement is amended in its entirety to
read as follows:

                  AUDITS AND EXAMINATIONS. Permit (a) Lender's representatives
         to conduct on-site audits and examinations (an "EXAMINATION") of
         Borrowers' business operations and Business Records as often as Lender
         desires, (b) appraisers selected by Lender access to Borrowers'
         Inventory for purposes of performing





                                       3
<PAGE>

         appraisals (an "APPRAISAL"). Borrowers will pay (i) $750.00 per day per
         auditor plus out-of-pocket expenses incurred by Lender for each
         Examination performed by or on behalf of Lender, and (ii) up to $11,000
         plus out-of-pocket costs and expenses for each Appraisal; PROVIDED
         HOWEVER, absent an Event of Default, Borrowers shall only be obligated
         to reimburse Lender for 2 Appraisals per calendar year. Borrowers must
         reimburse Lender for all costs incurred in connection with Examinations
         and Appraisals within ten (10) Business Days after receipt of an
         invoice therefor.

         11. Section 8.11 of the Loan Agreement is amended in its entirety to
read as follows:

                  8.11     FINANCIAL COVENANTS.

                           (a) achieve Net Worth of at least $47 million as of
                  December 31, 2002 (adjusted for the effect of any permitted
                  stock redemptions), with such amount increasing by 75% of
                  Borrower's projected net income for each fiscal quarter
                  thereafter (based upon annual projections provided by
                  Borrowers by November 30 of each year); provided that Net
                  Worth shall not be less than $45.8 million (adjusted for the
                  effect of any permitted stock redemptions) at any time. The
                  Net Worth covenant shall be measured as of the last day of
                  each fiscal quarter.

                           (c) achieve a Fixed Charge Coverage Ratio of at least
                  1.6:1 on a trailing twelve month basis measured at the end of
                  each fiscal quarter.

         12. Upon execution of this Amendment, Borrowers shall pay Lender an
amendment fee of $50,000.00 which will be fully earned on the date of this
Amendment and may be charged to Borrowers' Revolving Loans.

         13. Except as amended by this Amendment, all the terms and conditions
in the Loan Agreement remain in full force and effect.

         14. This Amendment constitutes the entire agreement of the parties in
connection with the subject matter of this Amendment and cannot be changed or
terminated orally. All prior agreements, understandings, representations,
warranties and negotiations regarding the subject matter hereof, if any, are
merged into this Amendment.






                                        4
<PAGE>



         15. Borrowers and the signatory noted below represent that all
necessary corporate action to authorize Borrowers to enter into this Amendment
has been taken, including, without limitation, board of directors approval and
resolutions necessary to authorize Borrowers' execution of this Amendment.

         16. This Amendment may be executed in counterparts, each of which when
so executed and delivered shall be deemed an original, and all of such
counterparts together shall constitute but one and the same agreement.

         17. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Michigan.

GMAC BUSINESS CREDIT, LLC                ROCKY SHOES & BOOTS, INC

By: /s/ Venkat R. Venkatesan             By:    /s/ Mike Brooks
    -----------------------------------     ------------------------------------
      Venkat R. Venkatesan                    Michael Brooks
      Vice President                          President/Chief Executive Officer


LIFESTYLE FOOTWEAR, INC.

By:/s/ Mike Brooks
   ------------------------------------
      Michael Brooks
      President/Chief Executive Officer



















                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>l96903aexv99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>




                                                                      EXHIBIT 99

FOR IMMEDIATE RELEASE                           For Additional Information
                                                Contact: James E. McDonald
                                                      Chief Financial Officer
                                                      (740) 753-1951

             ROCKY SHOES & BOOTS, INC. ANNOUNCES NEW CREDIT FACILITY

NELSONVILLE, Ohio (October 23, 2002) Rocky Shoes & Boots, Inc. (NASDAQ: RCKY)
today announced a two-year extension to its credit facility. The new $45 million
agreement, which replaces the previous $50 million credit facility, includes
terms more favorable to the Company, lower interest rates, and, to a lesser
extent, reduced administrative fees. The Company's maximum borrowings were $32
million during the past twelve months.

The credit facility continues to be led by GMAC Business Credit and also
includes participation from Comerica Bank, N.A. It expires on September 30,
2005.

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



                                      ###


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