LACROSSE FOOTWEAR INC
SC 13G/A, 1997-02-07
RUBBER & PLASTICS FOOTWEAR
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                             LaCrosse Footwear, Inc.
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         (Title of Class of Securities)

                                   505688 10 1
                                 (CUSIP Number)






   *  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 on 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).



                        (Continued on following page(s))
                                Page 1 of 9 Pages

   <PAGE>
                                          13G
    CUSIP No.   505688 10 1        
     
     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Schneider Family Voting Trust, George W. Schneider, Virginia F.
         Schneider, Joseph P. Schneider, Steven M. Schneider and Patrick
         Greene, Trustees

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [X]
                                                                     (b)  [_]


     3   SEC USE ONLY




     4   CITIZENSHIP OR PLACE OF ORGANIZATION

         Not Applicable

                     5  SOLE VOTING POWER
      NUMBER OF
                        -0-
        SHARES
                     6  SHARED VOTING POWER
     BENEFICIALLY
                        3,480,501
       OWNED BY

         EACH
                     7  SOLE DISPOSITIVE POWER
      REPORTING
                        3,480,501
        PERSON

         WITH
                    8   SHARED DISPOSITIVE POWER

                        -0-

    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              3,480,501



    10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*                                                         [_] 





    11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

              52.2%


    12   TYPE OF REPORTING PERSON*

              OO:  a trust



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

   <PAGE>
                                          13G
    CUSIP No.   505688 10 1       


     1   NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         George W. and Virginia F. Schneider Trust U/A dated September 1,
         1987, George W. and Virginia F. Schneider, Co-Trustees

     2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*           (a)  [X]
                                                                     (b)  [_]


     3   SEC USE ONLY


     4   CITIZENSHIP OR PLACE OF ORGANIZATION

         Not Applicable


                     5  SOLE VOTING POWER
      NUMBER OF
                        12,000
        SHARES
                     6  SHARED VOTING POWER
     BENEFICIALLY
                        1,320,505
       OWNED BY

         EACH
                     7  SOLE DISPOSITIVE POWER
      REPORTING
                        12,000
        PERSON

         WITH
                    8   SHARED DISPOSITIVE POWER

                        -0-


    9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              1,332,505



    10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*                                                         [_] 


    11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

              20.0%


    12   TYPE OF REPORTING PERSON*

              OO:  a trust



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
    <PAGE>

    Item 1(a).     Name of Issuer:

                   LaCrosse Footwear, Inc.

    Item 1(b).     Address of Issuer's Principal Executive Offices:

                   1319 St. Andrew Street
                   La Crosse, Wisconsin  54603
    Item 2(a).     Name of Persons Filing:

                   Schneider Family Voting Trust ("Voting Trust"),
                   George W. Schneider, Virginia F. Schneider, Joseph P.
                   Schneider, Steven M. Schneider and Patrick Greene,
                   Trustees

                   George W. and Virginia F. Schneider Trust U/A dated
                   September 1, 1987 ("Living Trust"), George W. and
                   Virginia F. Schneider, Co-Trustees

                   This statement on Schedule 13G is being filed on behalf
                   of both the Voting Trust and the Living Trust. 
                   1,320,505 shares of the Issuer's Common Stock reported
                   as beneficially owned by the Living Trust are deposited
                   in the Voting Trust.

    Item 2(b).     Address of Principal Business Office or, if none,
                   Residence:

                   The address of the Voting Trust is 1319 St. Andrew
                   Street, La Crosse, Wisconsin  54603

                   The address of the Living Trust is P. O. Box 71,
                   Redondo Beach, California  90277

    Item 2(c).     Citizenship:

                   Not Applicable

    Item 2(d).     Title of Class of Securities:

                   Common Stock, $.01 par value
    Item 2(e).     CUSIP Number:

                   505688 10 1

    Item 3.        If this statement is filed pursuant to Rules 13d-1(b),
                   or 13d-2(b), check whether the person filing is a:

                   Not Applicable

    Item 4.        Ownership (as of December 31, 1996).

                   Voting Trust

                   (a)  Amount Beneficially Owned:  3,480,501 shares.

                   (b)  Percent of Class:   52.2%

                   (c)  Number of shares as to which such person has:

                        (i)  sole power to vote or to direct the vote

                             - 0 -

                        (ii) shared power to vote or to direct the vote

                             3,480,501 shares

                        (iii) sole power to dispose or to direct the
                              disposition of

                             3,480,501 shares

                        (iv) shared power to dispose or to direct the
                             disposition of

                             - 0 -

                   George W. and Virginia F. Schneider and twelve other
                   members of their family, including certain affiliated
                   entities, entered into a voting trust agreement in June
                   1982, which was amended and restated in December 1990,
                   and further amended in June 1992 and January 1994. 
                   Pursuant to the trust agreement, as amended, all shares
                   of the Issuer's former Class A voting Common Stock (now
                   Common Stock) held by such individuals and entities were
                   initially deposited into the Voting Trust created
                   thereunder, and each depositor and beneficiary holding
                   Voting Trust certificates issued thereunder (which now
                   includes 18 other members of the Schneider family)
                   agreed to transfer, assign and set over to the trustees
                   of the Voting Trust all shares of Common Stock
                   thereafter acquired, provided that no such depositor or
                   beneficiary is required to transfer, assign or set over
                   to the trustees shares of Common Stock acquired by gift
                   on or after January 15, 1994 from George W. or
                   Virginia F. Schneider.

                   Under the Voting Trust, the five trustees (currently,
                   George W. Schneider, Virginia F. Schneider, Joseph P.
                   Schneider, Steven M. Schneider and Patrick Greene),
                   acting by majority action, are vested with the exclusive
                   right to sell, transfer or dispose of the deposited
                   shares and to vote such deposited shares in their
                   discretion on all matters on which such shares are
                   entitled to vote; provided, however, that in the event
                   of a proposed recapitalization, reorganization, merger,
                   consolidation, liquidation, sale of all or substantially
                   all of the assets of the Issuer or a comparable
                   transaction, in addition to the necessary vote of the
                   trustees, any such action shall also require the
                   affirmative vote or consent of the beneficiaries holding
                   Voting Trust certificates representing at least 75% of
                   the aggregate number of votes of the then deposited
                   shares.  The beneficiaries are also entitled to receive
                   all cash dividends or other distributions (other than in
                   capital stock of the Issuer) declared and paid on the
                   deposited shares.

                   The deposited shares may only be withdrawn from the
                   Voting Trust by a beneficiary prior to the expiration or
                   termination of the Voting Trust if the trustees allow
                   such withdrawal.

                   The Voting Trust continues in effect until April 1,
                   2000, and thereafter for up to two additional successive
                   five-year periods if the trustees so elect.
                   Notwithstanding the foregoing, in the event of a
                   reorganization, merger or consolidation in which the
                   Issuer does not survive, a liquidation of the Issuer, a
                   sale of all or substantially all of the assets of the
                   Issuer or a sale of all of the Common Stock held by the
                   trustees under the Voting Trust, the Voting Trust shall
                   automatically terminate.  Additionally, the Voting Trust
                   may be terminated at any time prior to the expiration
                   thereof by the trustees with the affirmative vote or
                   consent of the beneficiaries holding Voting Trust
                   certificates representing at least 75% of the aggregate
                   number of votes of the then deposited shares.
                   Living Trust

                   (a)  Amount Beneficially Owned:  1,332,505 shares

                   (b)  Percent of Class:  20.0%

                   (c)  Number of shares as to which such person has:

                        (i)  sole power to vote or direct the vote

                             12,000 shares

                        (ii) shared power to vote or direct the vote

                             1,320,505 shares

                       (iii) sole power to dispose or direct the
                             disposition of

                             12,000 shares

                        (iv) shared power to dispose or direct the
                             disposition of

                             - 0 -

                   1,320,505 shares reported as beneficially owned by the
                   Living Trust are deposited in the Voting Trust and,
                   thereby, the Living Trust and its co-trustees, as a
                   beneficiary of the Voting Trust, share voting power with
                   the trustees of the Voting Trust over such securities
                   (see above) but do not have any power to dispose of such
                   shares (since the trustees of the Voting Trust have sole
                   dispositive power, see above).

                   Overall

                   The aggregate number and percentage of Common Stock of
                   the Issuer to which this Schedule 13G relates is
                   3,492,501 shares, representing 52.4% of the 6,667,627
                   shares outstanding as stated in the Issuer's Form 10-Q
                   for the quarter ended September 28, 1996.

    Item 5.        Ownership of Five Percent or Less of a Class.

                   Not Applicable

    Item 6.        Ownership of More than Five Percent on Behalf of Another
                   Person.

                   See Item 4 above.  The Living Trust, as a beneficiary of
                   the Voting Trust, has the right to receive all cash
                   dividends from, and the proceeds from the sale of, its
                   shares of Common Stock held in the Voting Trust.

    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

    Item 10.       Certification.

                   Not Applicable


                                    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.



   February 5, 1997              
   Date


   SCHNEIDER FAMILY VOTING TRUST



   By: /s/ George W. Schneider        
        George W. Schneider, Trustee



   By: /s/ Virginia F. Schneider      
        Virginia F. Schneider, Trustee


                                    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.



   February 5, 1997              
   Date


   GEORGE W. AND VIRGINIA F.
   SCHNEIDER TRUST U/A
   DATED SEPTEMBER 1, 1987



   By: /s/ George W. Schneider        
        George W. Schneider, Trustee



   By: /s/ Virginia F. Schneider      
        Virginia F. Schneider, Trustee



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