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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                              (Amendment No. _3_ )*

                               ROCKY SHOES & BOOTS, INC.
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                                (Name of Issuer)

                                  COMMON SHARES
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                         (Title of Class of Securities)

                                   774-830-103
                                -----------------
                                 (CUSIP Number)

                                 RICHARD BARONE
                                 ANCORA CAPITAL
                              ONE CHAGRIN HIGHLANDS
                           2000 AUBURN DRIVE, SUITE 420
                              CLEVELAND, OHIO 44122
                                 (216) 825-4000
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           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notice and Communications)

                                NOVEMBER 26, 2001
            --------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |__|.

Check the following box if a fee is being paid with the statement  |___|. (A fee
is not required only if the reporting  person:  (1) has a previous  statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

* 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
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).

SCHEDULE 13D
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CUSIP NO. 774-830-103
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Barone / SS # 285-42-9172
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6      CITIZENSHIP OR PLACE OF ORGANIZATION
          Ohio
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                  7    SOLE VOTING POWER
NUMBER OF                      0
SHARES
BENEFICIALLY       ------------------------------------------------------------
OWNED BY          8    SHARED VOTING POWER
EACH                           0
REPORTING          ------------------------------------------------------------
PERSON            9    SOLE DISPOSITIVE POWER
WITH                           0
                   ------------------------------------------------------------
                  10   SHARED DISPOSITIVE POWER
                         329,500
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11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                         329,500
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12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
               |_|
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13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               7.34 %
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14     TYPE OF REPORTING PERSON*
               IN
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   *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE,
 RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
                                  ATTESTATION.
                            Amendment to Schedule 13D

Item 1.           Security and Issuer

     This  Statement  relates to the shares of Common  Stock (the  "Shares")  of
Rocky Shoes & Boots, Inc. The address of Issuer's  principal officers is 39 East
Canal Street, Nelsonville, Ohio 45764.

Item 2.           Identity and Background

     THE PURPOSE OF THIS  FILING IS ONLY TO REALIGN  AND  RESTATE  THE  PREVIOUS
HOLDINGS IN ROCKY SHOES & BOOTS, INC. TO THE ENTITIES  DESCRIBED HEREIN BASED ON
THE EVENTS WHICH HAVE TRANSPIRED SINCE THE LAST FILING.

     On  October  3,  2000,  Resource  Management  ("RMI"),  Inc.  d.b.a.  Maxus
Investment  Group  ("MIG"),  executed an Agreement and Plan of Merger with Fifth
Third Bankcorp  ("FTB"),  pursuant to which FTB acquired all of the stock of RMI
by means of a merger  of RMI with and into  FTB.  MIG was a  financial  services
corporation  which owned all of the  outstanding  shares of Gelfand  Maxus Asset
Management  Inc.,  an  entity  incorporated  under the laws of the State of Ohio
(hereinafter "GMAM"),  Maxus Asset Management,  an entity incorporated under the
laws of the State of Ohio (hereinafter "MAM"), and Maxus Securities Corporation,
an entity incorporated under the laws of the State of Ohio (hereinafter  "MSC").
GMAM and MAM were registered  investment advisors having the power to dispose of
the Shares owned by the investment clients for which they acted as advisors. MSC
was a  broker-dealer.  MAM acted as the  investment  adviser to and  manager for
Maxus Income Fund,  Maxus Equity Fund, Maxus Laureate Fund, Maxus Ohio Heartland
Fund,  and Maxus  Aggressive  Value Fund pursuant to an Investment  Advisory and
Administration Agreement.

     FTB, an Ohio corporation,  is a registered  financial holding company and a
bank holding company. FTB provides a diversified range of banking and nonbanking
services and products. FTB's principal office is located in Cincinnati, Ohio and
its common  stock is traded in the  over-the-counter  market  through The Nasdaq
National Market under the symbol "FITB."

     Richard A. Barone, an individual  (hereinafter "Mr. Barone") was a director
of GMAM; the controlling shareholder of MIG; principally employed as CEO of MIG,
MAM, and MSC;  Chairman of Maxus Income Fund,  Maxus Equity Fund, Maxus Laureate
Fund,  Maxus Ohio Heartland Fund, and Maxus  Aggressive Value Fund, all of which
are registered  under the Investment  Company Act of 1940. On November 30, 2000,
Resource  Management  sold its stock  investment  in BD Holdings  Inc, an entity
incorporated under the laws of the State of Nevada  (hereinafter  "BDH"), to Mr.
Barone.  BDH is a broker-dealer  that operates a  correspondence  business which
executes marketable security  transactions on behalf of other broker-dealers and
serves as broker to a limited number of individual and institutional clients.

     The Agreement  and Plan of Merger  between FTB and RMI closed on January 2,
2001. Upon the closing of the Transaction,  MAM became a wholly-owned subsidiary
of FTB. MAM has  recently  changed its name to Fifth Third  Investment  Advisors
(hereinafter   "FTIA").   Mr.  Barone  no  longer  has  an  official   title  or
responsibility  at  FTIA  except  as  portfolio   manager.  A  majority  of  the
outstanding voting shareholders of the Maxus Income Fund, Maxus Equity Fund, and
Maxus Aggressive Value Fund approved a New Investment  Advisory  Agreements with
FTIA in which Mr.  Barone was  retained  as the  portfolio  manager of the fund.
Shareholders of the Maxus Equity Fund,  Maxus  Aggressive  Value Fund, and Maxus
Income Fund have been merged into the Fifth Third  (Maxus) Multi Cap Value Fund,
Fifth Third (Maxus) Micro Cap Value Fund, and the Fifth Third (Maxus)  Strategic
Income Fund, respectively.

     As a result of the items described above, this Amendment Statement is filed
on behalf of all  persons  and  entities  and  participants  of Mr.  Barone,  an
individual.  The aforementioned person and entities are collectively referred to
herein as the  "Filing  Persons".  The  business  address of the  aforementioned
persons and entities is One Chagrin  Highlands,  2000 Auburn  Drive,  Suite 420,
Cleveland, Ohio 44122.

     The Filing  Persons  each  disclaim  membership  in a Group as such term is
defined in Section 13(d)(3) of the Securities Exchange Act of 1934 and the Rules
and Regulations  promulgated thereunder.  However,  because of the relationships
between and among the Filing Persons described  herein,  they determined to make
this filing.

     Ancora Capital is a business name whereby businesses and individuals at the
address indicated above are operating.  Ancora Capital is not a legal entity and
is not associated with FTIA or FTB. Rather, Mr.Barone and BDH are doing business
under the  organization  name of Ancora  Capital.  Mr. Barone is the controlling
shareholder of BDH; an individual investor; portfolio manager of the Fifth Third
(Maxus) Multi Cap Value Fund,  Fifth Third (Maxus) Micro Cap Value Fund, and the
Fifth Third (Maxus) Strategic Income Fund, all of which are registered under the
Investment  Company Act of 1940; and portfolio manager of Fifth Third Investment
Advisors for privately managed client accounts managed by Fifth Third Investment
Advisors.

Item 3.           Source and Amount of Funds or Other Consideration

     BDH owns no  Shares  directly  but BDH may be  deemed  to own  (within  the
meaning of Rule  13(d)(3) of the  Securities  Exchange Act of 1934) 3,000 Shares
purchased  by BDH for the  account  of its  investment  clients.  BDH  disclaims
beneficial ownership of such Shares.

Item 4.           Purpose of Transaction

     The Filing Persons acquired Shares to establish investment positions in the
Issuer.  Subject to market and business conditions and other factors, the Filing
Persons may purchase  additional  shares,  maintain  their present  ownership of
shares or sell some or all of the shares.

Item 5.           Interest in Securities of the Issuer

     Set forth below for the Filing Persons, in the aggregate,  is the number of
Shares which may be deemed to be beneficially owned as of November 26, 2001, and
the percentage of the Shares outstanding represented by such ownership (based on
4,489,215 shares outstanding):

Name:                              No. of Shares         Percent of Class

B/D Holdings Inc.(1)                   3,000                   0.07 %

Richard Barone(2)                          0                   0.00 %

Fifth Third Mutual                   124,000                   2.76 %
Funds(3)

Fifth Third Managed                  202,500                   4.51 %
Accounts(4)

Total(5)                             329,500                   7.34 %

(1) These  Shares  are owned by  investment  clients of BDH who may be deemed to
beneficially  own  these  Shares by reason  of their  power to  dispose  of such
Shares. BDH disclaims beneficial ownership of all such Shares.
(2) Shares owned  directly by Mr. Barone as an individual  investor and are held
at BDH.
(3) Mr.  Barone  owns no shares  directly  but,  by virtue of his  positions  as
portfolio  manager of the Fifth Third (Maxus) Multi Cap Value Fund,  Fifth Third
(Maxus) Micro Cap Value Fund, and the Fifth Third (Maxus) Strategic Income Fund,
all of which are registered under the Investment  Company Act of 1940, he may be
deemed to  beneficially  own 124,000  shares.  Mr. Barone  disclaims  beneficial
ownership of all such Shares.
(4) Mr.  Barone  owns no shares  directly  but,  by virtue of his  positions  as
portfolio  manager of Fifth Third  Investment  Advisors  for  privately  managed
client accounts managed by Fifth Third Investment Advisors,  he may be deemed to
beneficially own 202,500 shares.  Mr. Barone disclaims  beneficial  ownership of
all such Shares.
(5) Mr.  Barone owns no shares  directly  but, by virtue of his  position as the
controlling shareholder of BDH; an individual investor; portfolio manager of the
Fifth Third  (Maxus)  Multi Cap Value Fund,  Fifth Third (Maxus) Micro Cap Value
Fund, and the Fifth Third (Maxus)  Strategic Income Fund; and portfolio  manager
of Fifth Third Investment Advisors for privately managed client accounts managed
by Fifth Third Investment Advisors, he may be deemed to beneficially own 329,500
Shares. Mr. Barone disclaims beneficial ownership of all such shares.

Item 6.           Contracts, Arrangements, Understanding or
                  Relationships with Respect to Securities of the Issuer.

     Except  as  set  forth  in  this   Statement,   there  are  no   contracts,
arrangements,  understanding  or  relationships  (legal or otherwise)  among the
Filing Persons or between any of the Filing  Persons and any other person,  with
respect to any Shares.

Item 7.           Material to be Filed as Exhibits

None.



                                   Signatures


     After  reasonable  inquiry,  and to the best of my knowledge and belief,  I
certify that the  information  set forth in this Statement is true,  compete and
correct.


                    Richard Barone

Date: 11/29/2001    by: /s/ Richard A. Barone
                    Richard A. Barone




1 Each individual listed above is a United States citizen.

2 The business address of the Filing Persons are as follows:  Richard A. Barone:
One Chagrin Highlands, 2000 Auburn Drive, Suite 420, Cleveland, Ohio 44122.