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                              November 29, 2023

       Thomas D. Robertson
       Chief Financial Officer
       Rocky Brands, Inc.
       39 East Canal Street
       Nelsonville , Ohio 45764

                                                        Re: Rocky Brands, Inc.
                                                            Form 10-K for the
Year Ended December 31, 2022
                                                            File No. 001-34382

       Dear Thomas D. Robertson:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Liquidity and Capital Resources
       Cash Flows and Material Cash Requirements
       Operating Activities, page 23

   1.                                                   Your discussion of cash
flows from operating activities should be a comparative analysis
                                                        of material changes in
this amount between periods. In your analysis, please include a
                                                        discussion of the
underlying reasons for material changes in working capital items that
                                                        affect operating cash
flows. Refer to Section IV.B.1 of SEC Release No. 33-8350.

       Notes to the Consolidated Financial Statements
       Note 7 - Identified Intangible Assets, page 40

   2.                                                   We note your
disclosures here and in Note 1. Given the significance of your goodwill and
                                                        indefinite lived
intangible asset balances and overall decline in your market capitalization,
                                                        please revise future
filings to address the following:
 Thomas D. Robertson
Rocky Brands, Inc.
November 29, 2023
Page 2
                Provide a discussion of how goodwill and other intangible
assets were tested in 2022,
              including whether you performed a qualitative and/or quantitative
test;
                Expand your disclosure to state whether or not the fair value
of your reporting units
              "substantially exceeds" the carrying value. To the extent any
reporting unit fair values
              are not substantially in excess of fair values, disclose the name
of those reporting
              units and the amount or percentage by which the fair value
exceeds their carrying
              value;
                Explain how you consider market capitalization in determining
the estimated fair
              values of the reporting units. Refer to ASC-350-20-35-3C;
                Disclose the degree of uncertainty associated with your key
assumptions and how
              changes in key assumptions could impact your fair value
determination; and
                Identify potential events and/or changes in circumstances that
could reasonably be
              expected to negatively affect your key assumptions.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact SiSi Cheng at 202-551-5004 or Mindy Hooker at
202-551-3732 with any
questions.



FirstName LastNameThomas D. Robertson                           Sincerely,
Comapany NameRocky Brands, Inc.
                                                                Division of
Corporation Finance
November 29, 2023 Page 2                                        Office of
Manufacturing
FirstName LastName