---

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)



|þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the Fiscal Year Ended December 30, 2006

OR



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the Transition Period from                 to
                 Commission File Number: 001-31309

Phoenix Footwear Group, Inc.

(Exact Name of Registrant as Specified in its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 15-0327010                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|5840 El Camino Real, Suite 106 Carlsbad, California            |  | 92008                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(Registrants Telephone Number, Including Area Code)

(760) 602-9688

None

(Former name, former address and former fiscal year, if changed since last report)

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



|                                       |  |                                          
|-------------------------------------- |  | -----------------------------------------
|Title of Each Class                    |  | Name of Each Exchange on Which Registered
|Common Stock, $.01 par value per share |  | American Stock Exchange                  

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

None

Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ̈No  þ

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ̈No  þ

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  þ 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 any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ̈No  þ

As of June 30, 2006, the aggregate market
value of the registrants common stock held by non-affiliates of the registrant was based on the closing sale price of $ 5.97 on such date as reported on the American Stock Exchange.

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                       |  |                              
|-------------------------------------- |  | -----------------------------
|Class                                  |  | Outstanding at March 27, 2007
|Common Stock, $.01 par value per share |  | 8,382,762 shares             

DOCUMENTS INCORPORATED BY REFERENCE



|                                                                                            |  |                                       
|------------------------------------------------------------------------------------------- |  | --------------------------------------
|Document                                                                                    |  | Parts into Which Incorporated         
|Proxy Statement for the Annual Meeting of Stockholders to be held in 2006 (Proxy Statement) |  | Part III (Items 10, 11, 12, 13 and 14)



---



---

EXPLANATORY NOTE

This Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 30, 2006 filed on April 5, 2007 (the Original Filing), is being filed to correct the Consent of Independent Registered
Public Accounting Firm filed as Exhibit 23.1 to the Original Filing. This Form 10-K/A does not affect any other items or information in our Original Filing. As a result of this Form 10-K/A, we are also filing as exhibits to this Form 10-K/A the
certifications pursuant to section 302 and 906 of the Sarbanes-Oxley Act of 2002. Except for the foregoing amended information, this Form 10-K/A continues to describe conditions as of the date of the Original Filing, and we have not updated the
disclosures contained herein to reflect events that occurred at a later date. Accordingly, this Form 10-K/A should be read in conjunction with our Original Filing and our other filings made with the Securities and Exchange Commission subsequent to
the filing date thereof.



---

PART IV



|Item 15. | Exhibits, Financial Statements Schedules
|-------- | ----------------------------------------



| | (a) | The following documents are filed as part of this report:
| | --- | ---------------------------------------------------------



| | (1) | The following financial statements beginning at page F-1:
| | --- | ---------------------------------------------------------



| | 1. | Reports of Independent Registered Public Accounting FirmGrant Thornton, LLP and Deloitte & Touche, LLP
| | -- | -------------------------------------------------------------------------------------------------------



| | 2. | Consolidated Balance Sheets
| | -- | ---------------------------



| | 3. | Consolidated Statements of Operations
| | -- | -------------------------------------



| | 4. | Consolidated Statements of Stockholders Equity
| | -- | -----------------------------------------------



| | 5. | Consolidated Statements of Cash Flows
| | -- | -------------------------------------



| | 6. | Notes to Consolidated Financial Statements
| | -- | ------------------------------------------



| | (2) | Financial Statement Schedules (See (c) below)
| | --- | ---------------------------------------------



| | (3) | Exhibits.
| | --- | ---------



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 |  | Agreement and Plan of Merger dated as of June 16, 2003, by and among Phoenix Footwear Group, Inc., H.S. Trask & Co., PFG Acquisition, Inc. and Nancy Delekta as stockholder
representative (incorporated by reference to the Quarterly Report on Form 10-Q filed August 12, 2003 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2)
of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request)                                                                                       
|    | 
|2.2 |  | Letter Amendment to Agreement and Plan of Merger dated August 6, 2003, by and among Phoenix Footwear Group, Inc., H.S. Trask & Co., and PFG Acquisition, Inc., and Nancy Delekta as
stockholder representative (incorporated by reference to the Quarterly Report on Form 10-Q filed August 12, 2003 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                                                                                                                                                                                                                                
|    | 
|2.3 |  | Stock Purchase Agreement By and Among Dan J. and Denise L. Costa, as trustees of the Dan J. and Denise L. Costa 1997 Family Trust and Douglas Vient as trustee of the Kelsie L. Costa Trust
and the Daniel S. Costa Trust, Royal Robbins, Inc., and Phoenix Footwear Group, Inc., dated October 2, 2003 (incorporated by reference to Exhibit 2.1 to the Current Report Form 8-K dated November 5, 2003 (SEC File
No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request)
|    | 
|2.4 |  | Stock Purchase Agreement by and among Phoenix Footwear Group, Inc., W. Whitlow Wyatt and Altama Delta Corporation dated June 15, 2004, (incorporated by reference to the Current Report on
Form 8-K for June 15, 2004 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2) of Regulation S-K, but a copy will be furnished supplementary to the
Securities and Exchange Commission upon request)                                                                                                                                                   
|    | 
|2.5 |  | Asset Purchase Agreements between Chambers Delaware Acquisition Company and Chambers Belt Company and Stockholders of Chambers Belt Company, dated as of April 18, 2005 (incorporated by
reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q filed on May 24, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2) of
Regulation S-K, but a copy will be furnished supplementary to the Securities and Exchange Commission upon request)                                                                                            



1



---

|      |  |                                                                                                                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.36 |  | License Agreement by and between Wrangler Apparel Corp. and Chambers Belt Company dated January 1, 2004 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q filed
August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                         
|      | 
|10.37 |  | Guaranty, dated April 18, 2005 by Phoenix Footwear Group, Inc., in favor of Chambers Belt Company (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
filed May 24, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                   
|      | 
|10.38 |  | Summary of Phoenix Footwear Group, Inc. Division Management Bonus Plan (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed May 24, 2005 by
Phoenix Footwear Group, Inc. (SEC File No. 001-31309))*                                                             
|      | 
|10.39 |  | Summary of Phoenix Footwear Group Corporate Executive Incentive Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed May 24, 2005 by Phoenix
Footwear Group, Inc. (SEC File No. 001-31309))*                                                               
|      | 
|10.40 |  | Settlement Agreement dated January 8, 2006 by and among W. Whitlow Wyatt, Phoenix Footwear Group, Inc. and Altama Delta Corporation (incorporated by reference to Exhibit 10.35 to the Annual
Report on Form 10-K for December 31, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))
|      | 
|10.41 |  | Confidential Severance Agreement and General Release dated as of May 10, 2006 between Phoenix Footwear Group, Inc. and Richard E. White (incorporated by reference to Exhibit 10.1 on Form 8-K
filed May 15, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)                       
|      | 
|10.42 |  | Form of Deferred Stock Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 on Form 8-K filed October 4, 2006 by Phoenix Footwear Group, Inc. (SEC File No.
001-31309))*                                                                                            
|      | 
|10.43 |  | Form of Deferred Stock Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.2 on Form 8-K filed October 4, 2006 by Phoenix Footwear Group, Inc. (SEC File No.
001-31309))*                                                                                        
|      | 
|21    |  | Subsidiaries of Registrant (incorporated by reference to Exhibit 21 on Form 10-K filed April 5, 2007 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                                                                                                   
|      | 
|23.1  |  | Consent of Grant Thornton LLP                                                                                                                                                                                                                                                                    
|      | 
|23.2  |  | Consent of Deloitte Touche, LLP (incorporated by reference to Exhibit 23.2 on Form 10-K filed April 5, 2007 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                                                                                            
|      | 
|24    |  | Power of Attorney                                                                                                                                                                                                                                                                                
|      | 
|31.1  |  | Certification of James R. Riedman pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                 
|      | 
|31.2  |  | Certification of Kenneth Wolf pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                     
|      | 
|32.1  |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                           

---

|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



|** | Certain confidential information contained in the document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the
Securities Act of 1933, as amended, or Rule 24b-2 promulgated under the Securities and Exchange Act of 1934, as amended.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



PHOENIX FOOTWEAR GROUP, INC.By:

/S/    JAMES R. RIEDMANJames R. Riedman, Chairman of the Board, President and Chief Executive Officer


Date: April 11, 2007

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 the capacities and on the date indicated.



|                                                |  |                                                                                               |  |               
|----------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | --------------
|Signature                                       |  | Title                                                                                         |  | Date          
|                                                |  |                                                                                              
|/s/    James R. Riedman James R. Riedman        |  | Chairman of the Board, President and Chief Executive Officer (principal executive officer)    |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    Kenneth E. Wolf Kenneth E. Wolf          |  | Chief Financial Officer, Secretary and Treasurer (principal financial and accounting officer) |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    Steven M. DePerrior* Steven M. DePerrior |  | Director                                                                                      |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    Robert A. Gunst* Robert A. Gunst         |  | Director                                                                                      |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    Gregory M. Harden* Gregory M. Harden     |  | Director                                                                                      |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    John C. Kratzer* John C. Kratzer         |  | Director                                                                                      |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    Wilhelm Pfander* Wilhelm Pfander         |  | Director                                                                                      |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    Fredrick R. Port* Fredrick R. Port       |  | Director                                                                                      |  | April 11, 2007
|                                                |  |                                                                                              
|/s/    John M. Robbins* John M. Robbins         |  | Director                                                                                      |  | April 11, 2007

|     |  |                                     
|---- |  | ------------------------------------
|     | 
|*By: |  | /s/    James R. Riedman             
|     |  | (James R. Riedman, Attorney in Fact)



3



---

(3)Exhibits.



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Agreement and Plan of Merger dated as of June 16, 2003, by and among Phoenix Footwear Group, Inc., H.S. Trask & Co., PFG Acquisition, Inc. and Nancy Delekta as stockholder
representative (incorporated by reference to the Quarterly Report on Form 10-Q filed August 12, 2003 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2)
of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request)                                                                                       
|     | 
|2.2  |  | Letter Amendment to Agreement and Plan of Merger dated August 6, 2003, by and among Phoenix Footwear Group, Inc., H.S. Trask & Co., and PFG Acquisition, Inc., and Nancy Delekta as
stockholder representative (incorporated by reference to the Quarterly Report on Form 10-Q filed August 12, 2003 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                                                                                                                                                                                                                                
|     | 
|2.3  |  | Stock Purchase Agreement By and Among Dan J. and Denise L. Costa, as trustees of the Dan J. and Denise L. Costa 1997 Family Trust and Douglas Vient as trustee of the Kelsie L. Costa Trust
and the Daniel S. Costa Trust, Royal Robbins, Inc., and Phoenix Footwear Group, Inc., dated October 2, 2003 (incorporated by reference to Exhibit 2.1 to the Current Report Form 8-K dated November 5, 2003 (SEC File
No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request)
|     | 
|2.4  |  | Stock Purchase Agreement by and among Phoenix Footwear Group, Inc., W. Whitlow Wyatt and Altama Delta Corporation dated June 15, 2004, (incorporated by reference to the Current Report on
Form 8-K for June 15, 2004 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2) of Regulation S-K, but a copy will be furnished supplementary to the
Securities and Exchange Commission upon request)                                                                                                                                                   
|     | 
|2.5  |  | Asset Purchase Agreements between Chambers Delaware Acquisition Company and Chambers Belt Company and Stockholders of Chambers Belt Company, dated as of April 18, 2005 (incorporated by
reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q filed on May 24, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)) (Exhibits and schedules have been omitted pursuant to Item 601(b) (2) of
Regulation S-K, but a copy will be furnished supplementary to the Securities and Exchange Commission upon request)                                                                                            
|     | 
|2.6  |  | Asset Purchase Agreement dated August 3, 2005 by and among Phoenix Delaware Acquisition, Inc., The Paradise Shoe Company, LLC, Tommy Bahama Group, Inc., Sensi USA, Inc., and Phoenix
Footwear Group, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on August 9, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)) (Exhibits and schedules have been omitted pursuant to
Item 601(b) (2) of Regulation S-K, but a copy will be furnished supplementary to the Securities and Exchange Commission upon request)                                                                            
|     | 
|3.1  |  | Certificate of Incorporation. (incorporated herein by reference to Appendix B of the definitive Proxy Statement on Schedule 14A dated March 29, 2002 (SEC File
No. 000-00774))                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | 
|3.2  |  | By-Laws. (incorporated herein by reference to Appendix C of the definitive Proxy Statement on Schedule 14A dated March 29, 2002 (SEC File No. 000-00774))                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|3.3  |  | Certificate of Amendment to Certificate of Incorporation. (incorporated herein by reference to Exhibit A of the Definitive Proxy Statement on Schedule 14A dated April 14, 2003
(SEC File No. 001-31309))                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|10.1 |  | Stock Purchase Agreement between Phoenix Footwear Group, Inc. (f/k/a Daniel Green Company) and Riedman Corporation dated June 26, 1996 (incorporated by reference to Exhibit 2 of
Form 8-K dated July 10, 1996 (SEC File No. 000-00774))                                                                                                                                                                                                                                                                                                                                                                                      
|     | 
|10.2 |  | Stock Purchase Option between Phoenix Footwear Group, Inc. (f/k/a Daniel Green Company) and Riedman Corporation dated July 29, 1997 (incorporated by reference to Exhibit 99.1 of
Form SC 13D/A dated August 11, 1997 (SEC File No. 005-36674)).*                                                                                                                                                                                                                                                                                                                                                                             



---

|      |  |                                                                                                                                                                                                                                                                                                                                          
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | Stock Purchase Option between Phoenix Footwear Group, Inc. (f/k/a Daniel Green Company) and Riedman Corporation dated September 1, 1999 (incorporated by reference to Exhibit 10.3 to
the Annual Report on Form 10-K dated March 26, 2004 (SEC file No. 001-31309)).*                                                                    
|      | 
|10.4  |  | Agreement by and between Phoenix Footwear Group, Inc. and Wilhelm Pfander dated December 18, 2000 (incorporated by reference to exhibit 10.4 to the Annual Report on Form 10-K
dated March 26, 2004 (SEC file No. 001-31309)). *                                                                                                         
|      | 
|10.5  |  | Stock Purchase Option between Phoenix Footwear Group, Inc. (f/k/a Daniel Green Company) and Riedman Corporation dated January 19, 2001 (incorporated by reference to Exhibit 99.1 of
Form SC 13D/A dated February 28, 2001 (SEC File No. 005-36674)).*                                                                                   
|      | 
|10.6  |  | Stock Purchase Option between Phoenix Footwear Group, Inc. (f/k/a Daniel Green Company) and Riedman Corporation dated April 11, 2001. (incorporated by reference to Exhibit 10.6 to the
Annual Report on Form 10-K dated March 26, 2004 (SEC file No. 001-31309)).*                                                                      
|      | 
|10.7  |  | Stock Purchase Option between Phoenix Footwear Group, Inc. (f/k/a Daniel Green Company) and James R. Riedman dated June 1, 2001 (incorporated by reference to Exhibit 10 of
Form 8-K dated June 26, 2001 (SEC File No. 000-00774)).*                                                                                                     
|      | 
|10.8  |  | Assignment for Patent Application (All Rights) by and between Wilhelm F. Pfander and Phoenix Footwear Group, Inc. dated August 27, 2003 (incorporated by reference to Exhibit 10.12 to
the Annual Report on Form 10-K dated March 26, 2004 (SEC file No. 001-31309)).*                                                                   
|      | 
|10.9  |  | Employment Agreement by and between Phoenix Footwear Group, Inc. and James R. Riedman dated January 1, 2004 (incorporated by reference to Exhibit 10.17 to the Annual Report on
Form 10-K dated March 26, 2004 (SEC file No. 001-31309)).*                                                                                               
|      | 
|10.10 |  | Trademark License Agreement between Tommy Bahama Group, Inc. and Phoenix Delaware Acquisition, Inc. dated August 3, 2005 (incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q filed on November 15, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))**                                          
|      | 
|10.11 |  | Amendment dated September 23, 2005 to the award/contract by and between The Defense Supply Center Philadelphia and Altama Delta Corporation dated September 23, 2005 (incorporated by
reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on November 15, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))
|      | 
|10.12 |  | Registration Rights Agreement by and between Phoenix Footwear Group, Inc. and Chambers Belt Company, dated June 28, 2005 (incorporated by reference to Exhibit 10.2 to the Quarterly
Report on Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                              
|      | 
|10.13 |  | Escrow Agreement by and among Phoenix Footwear Group, Inc., Chambers Belt Company and Escrow Agent, dated June 28, 2005 (incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                               
|      | 
|10.14 |  | Employment Agreement by and among Chambers Delaware Acquisition Company and Charles Stewart dated June 28, 2005 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on
Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))*                                                      
|      | 
|10.15 |  | Employment Agreement by and among Chambers Delaware Acquisition Company and Kelly Green dated June 28, 2005 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on
Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))*                                                          
|      | 
|10.16 |  | Employment Agreement by and among Chambers Delaware Acquisition Company and David Matheson dated June 28, 2005 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on
Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))*                                                       
|      | 
|10.17 |  | Non-Competition and Confidentiality Agreement by and among Chambers Delaware Acquisition Company and Charles Stewart dated June 28, 2005 (incorporated by reference to Exhibit 10.7 to
the Quarterly Report on Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                              



---

|      |  |                                                                                                                                                                                                                                                                                                                                                        
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 |  | Non-Competition and Confidentiality Agreement by and among Chambers Delaware Acquisition Company and Kelly Green dated June 28, 2005 (incorporated by reference to Exhibit 10.8 to the
Quarterly Report on Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                
|      | 
|10.19 |  | Non-Competition and Confidentiality Agreement by and among Chambers Delaware Acquisition Company and David Matheson dated June 28, 2005 (incorporated by reference to Exhibit 10.9 to
the Quarterly Report on Form 10-Q filed on August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                             
|      | 
|10.20 |  | Non-Competition and Confidentiality Agreement by and among Chambers Delaware Acquisition Company and Gary Edman dated June 28, 2005 (incorporated by reference to Exhibit 10.10 to the
Quarterly Report on Form 10-Q filed August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                   
|      | 
|10.21 |  | Credit Facility Agreement by and between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated June 29, 2005 (incorporated by reference to Exhibit 10.11 to the
Quarterly Report on Form 10-Q filed August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                 
|      | 
|10.22 |  | Amended and Restated Credit Facility Agreement between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company, dated August 4, 2005 (incorporated by reference to
Exhibit 10.12 to the Quarterly Report on Form 10-Q filed August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                 
|      | 
|10.23 |  | Amended and Restated Credit Facility Agreement Amendment No. 1 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated December 30, 2005 (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K for January 5, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                     
|      | 
|10.24 |  | Amended and Restated Credit Facility Agreement Amendment No. 2 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated January 31, 2006 (incorporated by reference
to Exhibit 10.27 to the Annual Report on Form 10-K for December 31, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                   
|      | 
|10.25 |  | Amended and Restated Credit Facility Agreement Amendment No. 3 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated February 28, 2006 (incorporated by reference
to Exhibit 10.28 to the Annual Report on Form 10-K for December 31, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                  
|      | 
|10.26 |  | Amended and Restated Credit Facility Agreement Amendment No. 4 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated March 31, 2006 (incorporated by reference to
Exhibit 10.29 to the Annual Report on Form 10-K for December 31, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                     
|      | 
|10.27 |  | Covenant Waiver  Amendment No. 5 to Amended and Restated Credit Facility Agreement between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated March 29, 2006
(incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K for December 31, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))
|      | 
|10.28 |  | Amended and Restated Credit Facility Agreement Amendment No. 6 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated April 26, 2006 (incorporated by reference to
Exhibit 10.1 on Form 8-K filed May 2, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                
|      | 
|10.29 |  | Amended and Restated Credit Facility Agreement Amendment No. 7 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated June 1, 2006 (incorporated by reference to
Exhibit 10.4 on Form 10-Q filed August 15, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                             



---

|      |  |                                                                                                                                                                                                                                                                                                                             
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.30 |  | Amended and Restated Credit Facility Agreement Amendment No. 8 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated June 30, 2006 (incorporated by reference to
Exhibit 10.5 on Form 10-Q filed August 15, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                 
|      | 
|10.31 |  | Amended and Restated Credit Facility Agreement Amendment No. 9 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company dated August 1, 2006 (incorporated by reference to
Exhibit 10.6 on Form 10-Q filed August 15, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                
|      | 
|10.32 |  | Amended and Restated Credit Facility Agreement Amendment Number 10 dated as of September 15, 2006 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company (incorporated
by reference to Exhibit 10.1 on Form 8-K filed September 20, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))
|      | 
|10.33 |  | Amended and Restated Credit Facility Agreement Amendment Number 11 dated as of October 13, 2006, between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company (incorporated by
reference to Exhibit 10.1 on Form 8-K filed October 18, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))   
|      | 
|10.34 |  | Amended and Restated Credit Facility Agreement dated as of November 13, 2006, between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company (incorporated by reference to
Exhibit 10.1 on Form 8-K filed November 16, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                     
|      | 
|10.35 |  | License Agreement by and between Wrangler Apparel Corp. and Chambers Belt Company dated January 1, 2004 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on
Form 10-Q filed August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))**                                                  
|      | 
|10.36 |  | License Agreement by and between Wrangler Apparel Corp. and Chambers Belt Company dated January 1, 2004 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q filed
August 16, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                    
|      | 
|10.37 |  | Guaranty, dated April 18, 2005 by Phoenix Footwear Group, Inc., in favor of Chambers Belt Company (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
filed May 24, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                                                              
|      | 
|10.38 |  | Summary of Phoenix Footwear Group, Inc. Division Management Bonus Plan (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed May 24, 2005 by
Phoenix Footwear Group, Inc. (SEC File No. 001-31309))*                                                                                        
|      | 
|10.39 |  | Summary of Phoenix Footwear Group Corporate Executive Incentive Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed May 24, 2005 by Phoenix
Footwear Group, Inc. (SEC File No. 001-31309))*                                                                                          
|      | 
|10.40 |  | Settlement Agreement dated January 8, 2006 by and among W. Whitlow Wyatt, Phoenix Footwear Group, Inc. and Altama Delta Corporation (incorporated by reference to Exhibit 10.35 to the Annual
Report on Form 10-K for December 31, 2005 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))                           
|      | 
|10.41 |  | Confidential Severance Agreement and General Release dated as of May 10, 2006 between Phoenix Footwear Group, Inc. and Richard E. White (incorporated by reference to Exhibit 10.1 on Form 8-K
filed May 15, 2006 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309)                                                  
|      | 
|10.42 |  | Form of Deferred Stock Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 on Form 8-K filed October 4, 2006 by Phoenix Footwear Group, Inc. (SEC File No.
001-31309))*                                                                                                                       
|      | 
|10.43 |  | Form of Deferred Stock Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.2 on Form 8-K filed October 4, 2006 by Phoenix Footwear Group, Inc. (SEC File No.
001-31309))*                                                                                                                   



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|     |  |                                                                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21   |  | Subsidiaries of Registrant (incorporated by reference to Exhibit 21 on Form 10-K filed April 5, 2007 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))       
|     | 
|23.1 |  | Consent of Grant Thornton LLP                                                                                                                                        
|     | 
|23.2 |  | Consent of Deloitte Touche, LLP (incorporated by reference to Exhibit 23.2 on Form 10-K filed April 5, 2007 by Phoenix Footwear Group, Inc. (SEC File No. 001-31309))
|     | 
|24   |  | Power of Attorney                                                                                                                                                    
|     | 
|31.1 |  | Certification of James R. Riedman pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                     
|     | 
|31.2 |  | Certification of Kenneth Wolf pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                         
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                               

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|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



|** | Certain confidential information contained in the document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the
Securities Act of 1933, as amended, or Rule 24b-2 promulgated under the Securities and Exchange Act of 1934, as amended.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------