Exhibit 4.3

                            CERTIFICATE OF AMENDMENT
                          CERTIFICATE OF INCORPORATION
                                       OF
                                LANDS' END, INC.

                 _____________________________________________

                         Adopted in accordance with the
                        provisions of Section 242 of the
                            General Corporation Law
                            of the State of Delaware

                                 *  *  *  *  *


          William T. End and Robert S. Osborne, being the President and
Secretary of Lands' End, Inc., a corporation organized and existing under and by
virtue of the laws of the State of Delaware (the "Corporation"), do hereby
certify as follows:

          FIRST:  The Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") is hereby amended by deleting the first
paragraph of ARTICLE FOURTH and substituting in lieu thereof the following:

               "The total number of shares of stock which the Corporation has
          authority to issue is 165,000,000 shares, of which 5,000,000 shares
          shall be designated Serial Preferred Stock, par value $.01 per share,
          and 160,000,000 shares shall be Common Stock, par value $.01 per
          share."

          SECOND:  The Board of Directors of the Corporation approved the
foregoing amendment pursuant to the provisions of Sections 141 and 242 of the
General Corporation Law of the State of Delaware and directed that the amendment
be submitted to the stockholders of the Corporation for their consideration and
approval.

 
          THIRD:  The stockholders of the Corporation approved the foregoing
amendment pursuant to the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
                                    *  *  *

                                      -2-

 
          IN WITNESS WHEREOF, the undersigned, being the President and Secretary
hereinabove named, for the purpose of amending the Certificate of Incorporation
of the Corporation pursuant to the General Corporation Law of the State of
Delaware, under penalties of perjury do each hereby declare and certify that
this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly have hereunto signed this Certificate of Amendment of
Certificate of Incorporation this 18th day of May, 1994.

                                       LANDS' END, INC.


                                       /s/ William T. End
                                       ----------------------------
                                       William T. End, President

ATTEST:


/s/ Robert S. Osborne
- ------------------------------
Robert S. Osborne, Secretary

                                      -3-