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                              September 14, 2023

       Jason Brooks
       President and Chief Executive Officer
       Rocky Brands, Inc.
       39 East Canal Street
       Nelsonville, OH 45764

                                                        Re: Rocky Brands, Inc.
                                                            Definitive Proxy
Statement on Schedule 14A
                                                            Filed April 28,
2023
                                                            File No. 001-34382

       Dear Jason Brooks:

               We have limited our review of your most recent definitive proxy
statement to those issues
       we have addressed in our comments. Please respond to these comments by
confirming that you
       will revise your future proxy disclosures in accordance with the topics
discussed below.

       Definitive Proxy Statement on Schedule 14A filed April 28, 2023

       Pay-Versus-Performance, page 24

   1.                                                   Please identify each
named executive officer included in the calculation of average non-
                                                        PEO named executive
officer compensation, and the fiscal years in which such persons
                                                        are included. You may
provide this information in a footnote to the pay versus
                                                        performance table. See
Regulation S-K Item 402(v)(3).
   2.                                                   Refer to footnote
(1)(b) and related amounts deducted and added in the related chart
                                                        provided pursuant to
Regulation S-K Item 402(v)(2)(iii). It is not clear from the disclosure
                                                        whether the
calculations represent the fair value of equity awards at fiscal year end or
                                                        vesting date or the
change in fair value of equity awards from the end of the prior fiscal
                                                        year. We note tabular
row headings that refer to "Change in FV;" however, footnote (b)
                                                        states that the fair
values were measured "as of the end of each fiscal year and of each
                                                        vesting date." Please
ensure that your disclosure clearly identifies, for each of the
                                                        numerical amounts
deducted and added, whether the amount represents either a change in
                                                        fair value, and the
period over which such change is measured, or the fair value as of the
                                                        relevant measurement
date. See Regulation S-K Item 402(v)(3). For guidance, refer to
                                                        Regulation S-K
Compliance and Disclosure Interpretations Questions 128D.03 and
                                                        128D.04.
 Jason Brooks
FirstName LastNameJason   Brooks
Rocky Brands, Inc.
Comapany 14,
September NameRocky
              2023    Brands, Inc.
September
Page 2    14, 2023 Page 2
FirstName LastName
3.       We note that you have placed footnote (3) in the "Net Income" column
of your pay versus
         performance table. Based on the disclosure made in footnote (3), it
appears that footnote
         (3) should be located in your "Standard & Poor's Footware Index Total
Shareholder
         Return" column. If this is correct, please ensure that in your future
filings any footnotes
         refer to the most relevant column.
4.       Refer to the bar graphs showing the relationships required by
Regulation S-K Item
         402(v)(5). It appears that the dollar amounts signified by the bars
representing
         compensation actually paid to the PEO are higher than the numbers
shown in the pay
         versus performance table. For example, in the graph entitled
Compensation Actually
         Paid vs. Adjusted Operating Income    the PEO compensation actually
paid bar for 2021
         appears to extend above $800,000, whereas the amount of compensation
actually paid the
         PEO for that year, as shown in the pay versus performance table, was
$761,835. It
         appears that there may be similar discrepancies for other metrics in
these graphs. Please
         ensure that your disclosures provided pursuant to Regulation S-K Item
402(v)(5) reflect
         the values shown in the pay versus performance table.
       Please contact Eric Envall at (202) 551-3234 or Amanda Ravitz at (202)
551-3412 with
any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Disclosure Review
Program