THIS DOCUMENT IS A COPY OF THE REPORT ON FORM 10-KSB FILED ON APRIL 1, 1997
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                Annual Report Pursuant to Sec. 13 or 15(d) of the
                       Securities and Exchange Commission


For the Fiscal Year Ended 12/31/96             Commission File Number 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 Number)
incorporation or organization)

ONE MAIN ST., DOLGEVILLE, NEW YORK                             13329
(Address of principal executive offices)                      (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class                Name of each exchange on which registered
          None                                        None

Securities registered pursuant to Section 12(g) of the Act:

         COMMON STOCK, $2.50 PAR VALUE PER SHARE
                  (Title of Class)

         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  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days. YES X NO ___

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III of this  Form  10-K or by
amendment to this Form 10-KSB ( ).

Revenues of the Registrant for the Fiscal Year Ended December 31, 1996:
                         Net Sales of $23,060,724

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant:
                        $4,100,148 as of March 24, 1997


                                                               

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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:

COMMON STOCK,                                  OUTSTANDING AT MARCH 24, 1997
------------                                   -----------------------------
$2.50 PAR VALUE                                    1,511,892 shares
---------------                               ---------------------

List hereunder the following  documents,  if incorporated by reference,  and the
part of the Form 10-KSB into which the document is incorporated:
         Annual Report to Stockholders, December 31, 1996            Part II
         Definitive Proxy Statement Dated March 7, 1997              Part III


                                     PART I

Item 1. Description of Business.

         The  registrant  and  its   predecessors   have  been  engaged  in  the
manufacture  and sale of quality  leisure  footwear since 1882. The Daniel Green
Company  slipper is one of the oldest and  best-known in the footwear  industry.
Materials  in Daniel Green  slippers  include  satin,  rayon,  corduroy,  nylon,
brocade, felt, polyurethane and several types of leather.

          Women's  slippers and leisure  footwear,  which  normally  account for
above 90% of the registrant's  annual sales, retail within a price range varying
from $18.50 a pair to $88.00 a pair.  Men's  slippers are sold at prices ranging
between $19.50 and $48.00 a pair. The registrant  produces about 35 to 45 styles
of slippers and 45 to 50 styles of leisure  footwear,  many of which change from
year to year.  The  registrant  designs most of its own styles,  having for many
years  maintained a style research  department.  Several styles are imported and
are designed by the overseas  manufacturers,  or in concert with the registrant.
Most of the slippers and leisure footwear are sold under the name "Outdorables",
or under the trademarks Comfy(R), Dee Gee(R), and Daniel Green(R).

         Most of the slippers and leisure  footwear sold by the  registrant  are
manufactured in its plants in Dolgeville, New York (more fully described in Item
2 - Property). The Company's current product line includes imported shoe styles,
and this  trend is  likely  to  continue.  The  registrant  has  experienced  no
difficulty in obtaining the raw materials  needed to  manufacture  its products.
The  registrant  has never made a practice of entering into  long-term  purchase
contracts.

         The  registrant's  products are sold directly to retailers  through its
own sales force  which  covers the entire  United  States.  Approximately  4,600
stores carry Daniel Green Company slippers and leisure footwear,  including most
of the major  department  stores in the  country.  Export  sales to Canada  have
increased  slightly due to the gradual  elimination of  restrictive  tariffs and
duties.  One customer  accounted for more than 10% of the Company's  business in
1996 and 1995  while in 1994,  no  customer  accounted  for more than 10% of the
Company's net sales.  Due to the uncertain  nature of the retail  industry,  the
loss of any one or more major customers could have a material  adverse effect on
the Company's business.

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         The  registrant  advertises  its products  through  leading  nationally
distributed  magazines  and for many years has built its  advertising  campaigns
around  the  trademarks  Comfy(R)  and  Daniel  Green(R).   It  avoids  granting
restricted or exclusive shoe sales arrangements,  believing that distribution of
its type of merchandise  requires the greatest number of outlets.  Private label
products  are sold to a number of companies  by internal  management  and no one
company accounts for a majority of the business of that division.

         The  registrant's  business is a seasonal  one. By offering a June 10th
payment date to customers  buying slippers for shipment  between January 1st and
May 10th, the registrant has been able to encourage customers to replenish their
stock more evenly  throughout  the year.  Dating  privileges  are also given for
payment on May 10th for all Spring Outdorables shipped between November 25th and
March 24th, and November 10th dating for Fall  Outdorables  shipped between June
1st and  September  24th.  However,  the  majority  of  registrant's  sales  are
generated during the latter half of the year. In an effort to encourage  earlier
shipments,  the registrant  offers a Christmas  dating which allows customers to
pay on December  10th for orders of slippers  and Dee Gee(R)'s  shipped  between
June 1st and October 24th.

         The  registrant  experiences  severe  competition  in the  sale  of its
slippers from other manufacturers of leisure footwear,  particularly imports. It
maintains  an active  research  and  development  staff  which  concentrates  on
improving manufacturing  techniques and plant scheduling.  The registrant is not
aware of any patents held by others which might materially affect its ability to
compete.

         The  registrant  believes  that a definite  advantage  attaches  to its
ownership  of  the  registered  trademarks  Comfy(R),  Dee  Gee(R),  and  Daniel
Green(R), which have been used by the registrant for many years.

         The  registrant  knows of no  material  effects  that  compliance  with
federal,  state and local provisions  regulating the discharge of materials into
the environment may have upon the capital expenditures, earnings and competitive
position of the registrant.

         The  registrant  has  enjoyed  an  excellent   relationship   with  its
approximately 350 employees, most of whom are full-time. All of the registrant's
employees, except for the salesmen, are employed in its plant at Dolgeville, New
York.

         The amount of  registrant's  backlog  orders  believed to be firm as of
December 31, 1996 is  $1,388,784  as compared  with  $543,413 as of December 31,
1995 and $759,901 as of December 31, 1994. All backlog orders are expected to be
filled  within the next fiscal year.  The backlog  orders are a normal aspect of
the registrant's business due to its seasonal nature.

Item 2.           Description of Properties.

         The registrant's executive offices and manufacturing facilities are
located in Dolgeville, New York.  This site consists of approximately 15

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acres of land on which there is a group of  multi-storied  buildings  containing
approximately   326,000  square  feet  of  floor  space.   These  buildings  are
constructed  principally  of wood and  limestone.  The principal  buildings were
built between 1882 and 1890.

         The  registrant's  real property,  equipment and other fixed assets are
maintained in good condition and actively utilized.

         Registrant  believes  that its  plants,  which  contain  a  variety  of
machinery  for the  manufacture  of leisure  footwear,  are adequate to maintain
present production output.

         All registrant's buildings are owned by the Company. A small portion of
the registrant's  production  machinery is leased. An updated computer mainframe
and telephone system were installed under capital lease arrangements in 1995 and
1996.

Item 3. Legal Proceedings.

         None

Item 4. Submission of Matters to a Vote of Security Holders.

         None

                                     PART II

Item 5.  Market for the Registrant's Common Stock
         and Related Stockholder Matters.

         This information is contained in the 1996 Annual Report to Stockholders
which was previously filed with the Commission, and is incorporated by reference
in this Form 10-KSB Annual Report as Exhibit 13.

Item 6. Management's Discussion and Analysis of Plan of Operations.

         This information is contained in the 1996 Annual Report to Stockholders
which was previously filed with the Commission, and is incorporated by reference
in this Form 10-KSB Annual Report as Exhibit 13.

Item 7. Financial Statements.

         The required financial  statements together with the Report of Deloitte
& Touche LLP dated  January 24, 1997,  is contained in the 1996 Annual Report to
Stockholders which was previously filed with the Commission, and is incorporated
by reference in this Form 10-KSB Annual Report as Exhibit 13.

Item 8.  Changes In and Disagreements with Accountants on
         Accounting and Financial Disclosure.

         None


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<PAGE>



                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons:
        Compliance with Section 16(a) of the Exchange Act.

         This  information is contained in the Definitive  Proxy Statement dated
March 7, 1997, which has been filed with the Commission,  and is incorporated by
reference in this Form 10-KSB Annual Report.


Item 10. Executive Compensation.

         This  information is contained in the Definitive  Proxy Statement dated
March 7, 1997, which has been filed with the Commission,  and is incorporated by
reference in this Form 10-KSB Annual Report.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         This  information is contained in the Definitive  Proxy Statement dated
March 7, 1997, which has been filed with the Commission,  and is incorporated by
reference in this Form 10-KSB Annual Report.

Item 12. Certain Relationships and Related Transactions.

         This  information is contained in the Definitive  Proxy Statement dated
March 7, 1997, which has been filed with the Commission,  and is incorporated by
reference in this Form 10-KSB Annual Report.


                                     PART IV

Item 13. Exhibits, List, and Reports on Form 8-K.

         (a).  Exhibits

                  The following exhibits are incorporated by reference:

                  (13)  1996 Annual Report to Stockholders 

                  (21)  Subsidiary of the registrant

                  (27)  Financial Data Schedule

         (b).     Reports on Form 8-K.

                  There were no reports  filed on Form 8-K for the quarter ended
                  December 31, 1996.



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<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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:  March 31, 1997                     By:  /s/ James R. Riedman
                                               James R. Riedman,
                                               Chairman and Chief Executive
                                               Officer

                                          By:  /s/ Warren J. Reardon III
                                               Warren J. Reardon III,
                                               President and Chief Operating
                                               Officer

                                          By:  /s/ Stanley W. Kabot
                                               Stanley W. Kabot, Treasurer
                                               and Chief Financial Officer


         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the registrant and in capacities and on the date indicated.


                                    DIRECTORS


/s/ Edward Bloomberg                              /s/ Steven DePerrior
Edward Bloomberg                                  Steven DePerrior


/s/ William L. Fay                                /s/ John B. French, Esq.
William L. Fay                                    John B. French, Esq.


/s/ David T. Griffith                             /s/ Gregory Harden
David T. Griffith                                 Gregory Harden


/s/ Gary E. Pflugfelder
Gary E. Pflugfelder


DATE:  March 31, 1996

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