SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
Rocky Shoes & Boots, Inc.
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Name of Issuer
COMMON STOCK
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Title of Class of Securities
774830103
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CUSIP Number
March 31, 2000
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Date of Event which requires
Filing of this Statement
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 774830103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Piedmont Capital Management Corporation
54-1769685
2. Check the Appropriate Box if a Member of a Group
(a)[ ] (b)[ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting
Person with:
5. Sole Voting Power 195,500
6. Shared Voting Power None
7. Sole Dispositive Power 195,500
8. Shared Dispositive Power None
9. Aggregate Amount Beneficially Owned by Each
Reporting Person
195,500
10. Check box if the Aggregate Amount in Row (9)
Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row (9)
4.4% (based on 4,489,215 outstanding shares)
12. Type of Reporting Person IA
<PAGE>
Item 1.
(a) Name of Issuer:
Rocky Shoes & Boots Inc.
(b) Address of Issuer's Principal Executive Offices:
39 E. Canal Street
Nelsonville, OH 45764
Item 2.
(a) Name of Person Filing:
Piedmont Capital Management Corporation
(b) Address of Principal Business Office, or if None,
Residence:
One James Center, Suite 1500
Richmond, VA 23219
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number: 774830103
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person filing
is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act.
(b) [ ] Bank as defined in Section 13(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 13(a)(19)
of the Act.
(d) [ ] Investment company registered under Section 8 of
the investment company act.
(e) [x] Investment adviser registered under Section 203
of the investment advisers act of 1940.
(f) [ ] Employee benefit plan, pension fund which is subject
to the provisions of the employee retirement income security
act of 1974 or endowment fund; see SS.240.13d- 1(b)(1)(ii)(f).
(g) [ ] Parent holding company, in accordance with
ss.240.13d-1(b)(ii)(g) (note: see Item 7.)
(h) [ ] Group, in accordance with SS.240.13d-1(b)(1)(ii)(h).
<PAGE>
Item 4. Ownership.
If more than five percent of the class is owned, indicate:
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote.
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the
disposition of:
(iv) Shared power to dispose or to direct the
disposition of:
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more that five percent of the class of
securities, check the following [x].
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on By the Parent
Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
Item 10. Certification.
The following certification shall be included if the statement
is filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issure of such securities and were not acquired
in connection with or as a participant in any transaction having
such purposes or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
By: /S/ THOMAS E. MEGSON
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Name: Thomas E. Megson
Title: President
Dated: September 8, 2000
