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<DESCRIPTION>ROCKY SHOES & BOOTS   8-K
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<PAGE>
                                  UNITED STATES
                       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 (Date of earliest event reported)     October 5, 2004
                                                ----------------------------

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

            Ohio                         0-21026                31-1364046
-------------------------------------------------------------------------------
(State or other jurisdiction           (Commission             (IRS Employer
      of incorporation)                File Number)          Identification No.)

           39 East Canal Street, Nelsonville, Ohio                45764
-------------------------------------------------------------------------------
          (Address of principal executive offices)             (Zip Code)

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

                                 Not Applicable
-------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




<PAGE>




ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On October 5, 2004, Rocky Shoes & Boots, Inc. (the "Company") issued a
press release entitled "Rocky Shoes & Boots, Inc. Reaffirms Third Earnings
Expectation" announcing anticipated net sales and earnings per share for the
third quarter ended September 30, 2004. A copy of the Company's press release is
furnished as Exhibit 99 to this Form 8-K and is incorporated into this Item 2.02
by reference.

         The information in this Item 2.02 of this Form 8-K, including Exhibit
99 hereto, shall not be treated as "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended.

         The information contained or incorporated by reference in this Form 8-K
contains forward-looking statements, including certain plans, expectations,
goals, and projections, which are subject to numerous assumptions, risks, and
uncertainties. A number of factors, including but not limited to those set forth
under the heading "Business Risks" included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2003, and other factors described from
time to time in the Company's other filings with the Securities and Exchange
Commission, could cause actual conditions, events, or results to differ
significantly from those described in the forward-looking statements. All
forward-looking statements included in this Form 8-K are based on information
available at the time of the report. The Company assumes no obligation to update
any forward-looking statement.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (c) EXHIBITS.

             Exhibit No.                       Description

                 99          Press Release, dated October 5, 2004, entitled
                             "Rocky Shoes & Boots, Inc. Reaffirms Third Quarter
                             Earnings Expectation"




<PAGE>



                                   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 7, 2004                     By:  /s/ James E. McDonald
                                               ---------------------------------
                                               James E. McDonald, Vice President
                                               and Chief Financial Officer



<PAGE>




                                  EXHIBIT INDEX

      Exhibit No.                           Description

          99         Press Release, dated October 5, 2004, entitled "Rocky
                     Shoes & Boots, Inc. Reaffirms Third Quarter Earnings
                     Expectation"



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>l09858aexv99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>



                                                                    EXHIBIT 99

FOR IMMEDIATE RELEASE                             For Additional Information
                                                  Contact: Jim McDonald
                                                           Vice President & CFO
                                                           (740) 753-1951

                       ROCKY SHOES & BOOTS, INC. REAFFIRMS
                       THIRD QUARTER EARNINGS EXPECTATION

NELSONVILLE, Ohio (October 5, 2004) Rocky Shoes & Boots, Inc. (NASDAQ: RCKY)
today announced it anticipates record net sales and record earnings per share
for the three months ended September 30, 2004.

For the third quarter of 2004, the Company expects net sales to be approximately
$50 million and fully diluted earnings to meet the consensus estimate of $0.95
per share. The Company reported net sales of $41 million and fully diluted
earnings of $0.77 per share for the same period last year.

Mike Brooks, Chairman and Chief Executive Officer, commented, "The preliminary
third quarter results reflect the strength of our business and a commitment to
achieve record performance despite challenging conditions. Our factories in
Puerto Rico and the Dominican Republic were impacted by multiple hurricanes
during the second half of the third quarter. This primarily resulted in loss of
power for several days, but the facilities did not incur severe structural
damage. We were able to achieve our third quarter production objectives as a
result of dedicated efforts throughout the Company."

The company plans to report its full third quarter results in late October 2004.

About Rocky Shoes & Boots, Inc.
-------------------------------
Rocky Shoes & Boots, Inc. designs, develops, manufactures and markets premium
quality rugged outdoor, occupational, work 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 trademarks, ROCKY and GATES.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------
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 and 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 in this press release regarding anticipated record net sales and
record earnings per share for the three months ended September 30, 2004
(paragraph one), expected net sales of approximately $50 million and fully
diluted earnings of $0.95 per share for the third quarter 2004 (paragraph two),
the Company's ability to meet its production objectives for the third quarter
(paragraph three), and the Company's plan to report its full third quarter
results in late October 2004 (paragraph four). These forward-looking statements
involve numerous risks and uncertainties, including, without limitation, the

                                     (more)

<PAGE>


risks that sales plans will not be met, that present orders may be cancelled or
delayed, that the general economy or consumer spending habits will depress the
market for the Company's products, that there may be disruption in the shipment
of products from overseas to the Company, that the weather in 2004 is drier and
warmer than normal, and all of the other various risks inherent in the Company's
business as set forth in 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, 2003. One or more of these factors have affected historical
results, 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 Company, or any other person
should not regard the inclusion of such information as a representation, 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.

                                       ###

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