Work footwear includes a work shoe and a resilient anti-fatigue layer shaped to fit under the sole and heel of a shoe of a wearer with a cover member elastically attached to the shoe to trap the layer therebetween. The layer is separate from the cover for ready replacement. When used in a contaminated area the cover member has a peripheral wall to seal the area between the cover and the shoe against penetration of moisture. When used in an uncontaminated environment, the layer may be received in a cupped shape of the cover member with elastic strap portions engaging over the foot to hold the cover and layer in place.