SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC

                                   Form 10-QSB

                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         For the quarter ended March 31, 1997 Commission File No. 0-774

                              DANIEL GREEN COMPANY
             (Exact name of registrant as specified in its charter)

     MASSACHUSETTS                            15-0327010
(State or other jurisdiction of   (IRS Employer Identification No.)
incorporation or organization)

     DOLGEVILLE, NEW YORK                              13329
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (315) 429-3131

Former name, former address and former fiscal year, if changed
since last report:         None.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Act of 1934 during the preceding twelve months and (2)
has been subject to the filing requirements for at least the past
90 days.                   YES  X    NO

         CLASS                        OUTSTANDING AT MARCH 31, 1997

Common Stock $2.50 par value                     1,511,892


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                                                                     Page 2

                              DANIEL GREEN COMPANY

                                      INDEX
                                                               Page
                                                              Number

Index    . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
 
PART I - Financial Information

Balance Sheets, Assets
          March 31, 1997 & December 31, 1996  . . . . . . .. . . 2

Balance Sheets, Liabilities & Stockholders' Equity
                   March 31, 1997 & December 31, 1996  . . .. . .3

Statements of Operations for the three months ended
          March 31, 1997 and March 31, 1996   . . . . . . .. . . 4

Statements of Cash Flows for the three months ended
          March 31, 1997 and March 31, 1996   . . . . . . . . . .5

Notes to Financial Statements . . . . . . . . . . . . . . . . . .6

Management Discussion & Analysis of Financial Conditions
          and Results of Operations . . . . . . . . . . . . . . .7

PART II - Other Information   . . . . . . . . . . . . . . . . . .9



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                                                                          Page 3

                              DANIEL GREEN COMPANY

                                 Balance Sheets

                                     ASSETS
                                                    March 31      December 31
                                                      1997            1996
                                                   (Unaudited)        (*)
Current Assets:

Cash                                              $    12,464   $    13,213

Accounts Receivable, trade
 less allowances for doubtful accounts
 (1997 - $218,425  1996 - $200,000)                 4,557,621     6,582,081

Income Tax Refund Receivable                          372,506       157,704

Inventories, at lower of cost (FIFO) or market:
         Raw Materials                              2,227,984     2,026,140
         Work In Process                            1,583,617     1,351,945
         Finished Goods                             5,837,638     5,075,618
                                                  -----------   -----------
           Total Inventories                        9,649,239     8,453,703


Other Current Assets                                   65,752        69,479
                                                  -----------   -----------

Total Current Assets                               14,657,582    15,276,180

Property, plant & equipment:

Real Estate and Water Power, at cost                3,271,558     3,270,968
Machinery, Equipment, & Lasts, at cost              5,429,969     5,427,718
                                                    8,701,527     8,687,242
Less: Accumulated Depreciation                      6,987,996     6,900,371
Property, plant & equipment, net                    1,713,531     1,798,315

Other Assets:

Prepaid Pension Expense                             2,375,369     2,375,369
Other Assets                                          113,794       114,963
                                                  -----------   -----------

Total Other Assets                                  2,489,163     2,490,332
                                                  -----------   -----------

Total Assets                                      $18,860,276   $19,564,827
                                                  ===========   ===========


(*) Derived from audited financial statements.

See notes to financial statements.




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                                                                          Page 4


                              DANIEL GREEN COMPANY

                                 Balance Sheets

                       Liabilities & Stockholders' Equity

                                             March 31      December 31
                                               1997           1996
                                           (Unaudited)         (*)
Current Liabilities:

Notes Payable, line of credit              $ 4,189,894   $ 4,537,856
Notes Payable, current                         396,466       591,979
Accounts Payable, trade                        854,476       480,130
Accrued Salaries & Commissions                  72,471       209,427
Accrued Cooperative Advertising                268,952       307,909
Other Accrued Liabilities                      116,857       119,123
Deferred income tax liability                  258,193       258,193
Capital Lease Obligation, current               14,973        23,480
                                           -----------   -----------

Total Current Liabilities                    6,172,282     6,528,097

Notes Payable, non-current                   1,708,240     1,708,240
Deferred Tax Liability                         262,716       262,716
                                           -----------   -----------

Total Liabilities                            8,143,238     8,499,053
                                           -----------   -----------

Stockholders' Equity

Common Stock                                 3,779,730     3,779,730
Paid-in-excess of par value                    312,500       312,500
Retained Earnings                            6,624,808     6,973,544
                                           -----------   -----------
Total Stockholders' Equity                  10,717,038    11,065,774
                                           -----------   -----------



Total Liabilities & Stockholders' Equity   $18,860,276   $19,564,827
                                           ===========   =========== 




(*) Derived from audited financial statements.

See notes to financial statements.


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                                                                          Page 5


                              DANIEL GREEN COMPANY

                            Statements of Operations
                                   (Unaudited)

                                     For the Three Months Ended
                                       March 31        March 31
                                         1997            1996
                                     -----------      ----------


Net Sales                             $ 3,819,009    $ 3,763,545

Costs and Expenses:

 Cost of Goods Sold                     2,947,249      2,864,807
 Selling, General, & Administrative     1,293,387      1,311,444
 Interest Expense                         140,852        230,963
                                      -----------    -----------

Total Costs and Expenses                4,381,488      4,407,214
                                      -----------    -----------

Loss before credit for Income Taxes      (562,479)      (643,669)

Credit for Income Taxes                   213,742        244,594
                                      -----------    -----------

Net Loss                              ($  348,737)   ($  399,075)
                                      ===========    ===========

Net Loss per Share                    ($     0.23)   ($     0.38)
                                      ===========    ===========


Shares Outstanding                      1,511,892      1,036,892




See notes to financial statements.




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                                                                          Page 6



                              DANIEL GREEN COMPANY
                            Statements of Cash Flows
                                   (Unaudited)

                                            For the Three Months Ended
                                              March 31       March 31
                                                1997           1996
                                            ------------   ------------

Operating Activities:
 Net Loss                                   $  (348,737)   $  (399,075)
 Adjustments to reconcile net loss to net
 cash provided by operating
 activities:
  Depreciation                                   87,625         93,345
  Amortization                                    6,134          6,134
  Net Pension Credit                                  0        (15,000)

Changes in assets & liabilities:
 (increases) decreases in:
  Accounts Receivable, trade                  2,024,460      1,827,412
  Income Tax Refund Receivable                 (214,802)      (244,594)
  Inventories                                (1,195,536)       271,167
  Other Current Assets                            3,727         81,033
  Other Assets                                   (4,965)        (3,872)
 increases (decreases) in:
  Accounts Payable, trade                       374,346        674,326
  Accrued Salaries                             (136,956)      (141,970)
  Accrued Cooperative Advertising               (38,957)             0
  Deferred tax liability                              0              0
  Other Accrued Liabilities                      (2,265)      (204,756)
                                            -----------    -----------
Net Cash Provided by Operating Activities       554,074      1,944,150

Investing Activities:
 Purchase of property & equipment                (2,841)       (17,870)
                                            -----------    -----------

Net Cash Used in Investing Activities            (2,841)       (17,870)
Financing Activities:
 Net Payments on Line of Credit                 347,962     (1,726,201)
Repayments of Notes Payable                    (195,513)      (195,300)
 Principal payments under Capital Leases         (8,507)        (6,229)

Net Cash Used in Financing Activities          (551,982)    (1,927,730)


Net Decrease in Cash                               (749)        (1,450)

Cash at Beginning of Period                      13,213         29,762
                                            -----------    -----------

Cash at End of Period                       $    12,464    $    28,312
                                            ===========    ===========
See notes to financial statements 



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                                                                          Page 7


                              DANIEL GREEN COMPANY


                          Notes to Financial Statements


Note 1.         In the opinion of the Company, the accompanying unaudited
                financial statements contain adjustments, all of which
                are of a normal and recurring nature, necessary to
                present fairly the financial position as of March 31,
                1997 and the results of operations and cash flows for the
                three months then ended.

Note 2.         The results of operations  for the three months ended March
                31, 1997 are not  necessarily  indicative of the results to be
                expected for the full year.


Note 3.         In March 1997, the Financial Accounting Standards Board issued
                Statement of Financial Accounting Standards No. 128, "Earnings
                per Share," which is effective for financial statements for 
                both interim and annual periods ending after December 15, 
                1997. This new standard requires dual presentation of basic 
                and diluted earnings per share (EPS) on the face of the earnings
                statement and requires a reconciliation  of the numerators and
                denominators  of  basic  and  diluted  EPS  calculations.  The
                Company's  current  EPS  calculation  conforms  to basic  EPS.
                Diluted EPS will not be  materially  different  from basic EPS
                since  the  issuance  of  common   shares  upon   exercise  of
                outstanding stock options would not be materially dilutive.


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                                                                          Page 8





                              DANIEL GREEN COMPANY

             Management Discussion & Analysis of Financial Condition
                            and Results of Operations


1.   Liquidity and Capital Resources

         For the quarter  ended March 31,  1997,  net cash flows from  operating
activities  were  $444,000 as compared to  $1,944,150  for the first  quarter in
1996. The primary  reason for this change and reduction is the higher  inventory
levels in 1997. Higher inventory  purchases were made by the Company in order to
support several months of production in manufacturing facilities located outside
of the United States. Since December 31, 1996, inventories went up by $1,195,536
or 14.1% and the biggest  increase took place in finished  goods.  Production of
footware  started earlier this year compared to 1996, which also added to higher
stock levels. First quarter production in 1997 was 36% higher than in 1996.

         The  majority of cash  provided by  operations  was used to repay debt.
During the first quarter of 1997, repayments of notes payable and on the line of
credit  amounted to $543,475 as  compared to  $1,921,501  paid out in 1996.  The
Company continues to minimize its spending levels for machinery and equipment.

         The Company entered into a new credit arrangement with KeyBank National
Association  on April 14, 1997.  The  agreement  provides the Company  with:  an
$8,000,000 revolving line of credit; a $1,000,000 equipment line of credit and a
$2,100,000  mortgage/term  loan. The credit  facility is for a three year period
and will bear interest at LIBOR plus 2.25%.

         Management  is not aware of any known  demands,  commitments  or events
which would materially affect its liquidity.  There are no material expenditures
or commitments  which would affect capital  resources in a significant way. Cash
generated by operations,  supplemented  by short-term  borrowings,  should cover
planned requirements.

         Subsequent to December 31, 1996,  the Company  elected to terminate its
defined benefit pension plan and implement a defined contribution 401(k) savings
plan.  The Company has not  completed  its analysis of the  financial  statement
effect of terminating the plan, but, upon  completion,  it is expected to have a
positive effect on the Company's financial position and results of operations.

         In  March  1997,  the  Financial   Accounting  Standards  Board  issued
Statement  of  Financial  Accounting  Standards  (SFAS) No. 128,  "Earnings  per
Share," which will be effective  during the fourth quarter of 1997. SFAS No. 128
will  require  the  Company in its fourth  quarter  and in its annual  report to
restate all previously  reported  earnings per share information to conform with
the new pronouncement's requirements.  The Company anticipates that earnings per
share calculated in conformity with SFAS No. 128 will not differ materially from
current  figures  because  the  issuance of common  shares upon the  exercise of
outstanding stock options would not be materially dilutive.




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                                                                          Page 9



2.       Results of Operations

         Net sales for the first  quarter  were  slightly  ahead of last year by
$55,464 or 1%.  Sales of slippers and casual  footware was down,  while sales of
private label and close-out styles were higher in comparison to last year.

         Cost of goods for the quarter increased by $82,442 or 2% over the first
quarter  of  1996.  This  increase  reflects  the  higher   manufacturing  costs
associated with the shipments of private label footware.

         Selling,  general  and  administrative  expenses  (SG&A)  decreased  by
$18,056 or 1% over last year. In relationship to net sales for the quarter, SG&A
expenses also decreased by 1% in comparison to 1996.

         There was a significant  reduction in interest  expense for the quarter
over last year which  amounted  to a decrease  of  $90,111 or 39%.  This  change
reflects lower borrowing levels.

         The  Company  incurred a net loss before  taxes of  $562,479  which was
$81,190 less than in 1996. The net loss after taxes was $348,737 or $50,338 less
than in 1996.





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                                                                         Page 10


                              DANIEL GREEN COMPANY

                           Part II - Other Information

1.       Legal Proceedings - None.


2.       Changes in Securities - None.


3.       Default upon Senior Securities - None.


4.       Submission of matters to a vote of security holders.

         At the Annual Meeting of Stockholders held March 27, 1997, stockholders
         present in person and by proxy voted upon one  proposal  other than the
         election of Directors:

         1)       that the shareholders elect the firm of Deloitte & Touche
                  as the Company's independent auditors (Proposal II,
                  listed on the Proxy Statement dated March 7, 1997).
                  Of the total shares outstanding, 1,252,477 or 83% voted
                  on Proposal II as follows:       1,220,232 or 97.4% For
                                                      23,950 or  1.9% Against
                                                       8,295 or   .6% Abstain
                                                           0 or   .0% No Vote




5.       Other Information - None.

6.       Exhibits and Reports on Form 8K - None.



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                              DANIEL GREEN COMPANY
                                                   Registrant



Date: May 11, 1997                            /s/ Stanley W. Kabot
                                              --------------------
                                              Stanley W. Kabot,
                                               Chief Financial Officer,
                                               Treasurer