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) November 30, 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))

 
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(d) On November 30, 2004, Rocky Shoes & Boots, Inc. (the "Company") issued a press release regarding the election of J. Patrick Campbell to the Company's Board of Directors. A copy of the Company's press release is furnished as Exhibit 99 to this Form 8-K and is incorporated into this Item 5.02(d) by reference.

 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 
(c) EXHIBITS.

Exhibit No.                          Description

    99            Press Release, dated November 30, 2004, entitled
                  "Rocky Shoes & Boots, Inc. Announces Election of J.
                  Patrick Campbell to Board of Directors "

 

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:  December 1, 2004                By:   /s/ James E. McDonald
                                           -------------------------------------
                                             James E. McDonald, Vice President
                                             and Chief Financial Officer


 

EXHIBIT INDEX

 

Exhibit No.                           Description

   99             Press Release, dated November 30, 2004, entitled "Rocky Shoes
                  & Boots, Inc. Announces Election of J. Patrick Campbell to
                  Board of Directors"

 
 
EXHIBIT 99

ROCKY SHOES & BOOTS, INC. ANNOUNCES ELECTION OF
J. PATRICK CAMPBELL TO BOARD OF DIRECTORS

CONTACT:
Jim McDonald
Vice President and CFO
(740) 753-1951

NELSONVILLE, OHIO -- NOVEMBER 30, 2004 -- Rocky Shoes & Boots, Inc. (Nasdaq: RCKY) today announced that J. Patrick Campbell has been elected to a newly created position on its Board of Directors effective this date, increasing the board to eight members.

Mr. Campbell, since January 2004, has served as a consultant and Chief of Technology and Operations for the American Stock Exchange, New York, New York. Prior to his current consulting position, he was an executive of Nasdaq from 1997 through 2001, serving as Executive Vice President from January 1997 to March 1999, Chairman of Nasdaq Investment Products from December 1999 to December 2001, Chief Operating Officer from March 1999 to December 2001, and President of Nasdaq U.S. Markets from August 2000 to December 2001. During 2002 and 2003, Mr. Campbell was self-employed as a business consultant.

Prior to joining Nasdaq, Mr. Campbell was employed at The Ohio Company, a privately held investment banking firm in Columbus, Ohio from 1971 to 1996, where he served as Senior Executive Vice President and a member of the board of directors from 1991 through 1996.

Mr. Campbell graduated from Ohio University in 1971 and from the Securities Industry Institute, Wharton School of Finance in 1979. He serves on the board of the Ohio University Foundation and as chair of the Investment Committee. He retired in 1992 as a Major, United States Air Force (Air National Guard) where he was a command pilot and served in the Gulf War. Decorations include the Bronze Star and three Air Medals. Mr. Campbell resides in Potomac, Maryland.

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.

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