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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                ---------------

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 28, 1996

                                       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 1-9411

                               ------------------

                               BAILEY CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                               ------------------

           DELAWARE                                      13-3229215
(STATE OR  OTHER  JURISDICTION OF                     (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

                               700 LAFAYETTE ROAD
                                  P.O. BOX 307
                          SEABROOK, NEW HAMPSHIRE 03874
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                ----------------

                                 (603) 474-3011
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 --------------

           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 X  NO _____


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

                                                    NUMBER OF SHARES OUTSTANDING
    TITLE OF EACH CLASS                                    AT MARCH 4, 1996
    -------------------                             ----------------------------
COMMON STOCK, $.10 PAR VALUE                                   5,353,558


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<PAGE>

Part  I.  FINANCIAL INFORMATION.

Item 1.  Financial Statements

          The condensed  consolidated  financial statements included herein have
been prepared by Bailey Corporation (the "Company"),  without audit, pursuant to
the rules and  regulations  of the  Securities  and Exchange  Commission.  While
certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant  to such rules and  regulations,  the
Company  believes  that the  disclosures  made  herein are  adequate to make the
information not misleading. It is recommended that these condensed statements be
read in conjunction with the financial  statements and notes thereto included in
the  Company's  Annual  Report on Form 10-K for the  fiscal  year ended July 30,
1995.

          In the  opinion of the  Company all  adjustments,  consisting  only of
normal recurring adjustments, necessary to present fairly the financial position
of Bailey  Corporation  and  Subsidiaries as of January 28, 1996, the results of
their operations for the three and six months ended January 28, 1996 and January
29, 1995, and the cash flows for the six months then ended, have been included.

                                       1

<PAGE>

BAILEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
JANUARY  28, 1996 AND JULY 30, 1995
(in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                    Jan 28           Jul 30
                                                                                     1996             1995
<S>                                                                                <C>             <C>      
                                     ASSETS

CURRENT ASSETS:

    Cash                                                                           $     816       $     313
        --------------------------------------------------------------- 
    Restricted cash                                                                      __              817
                   ----------------------------------------------------                         
    Accounts receivable                                                               22,325          13,751
                       ------------------------------------------------
    Inventories:
       Raw materials                                                                   7,484           7,424
                    ---------------------------------------------------
       Work-in-process                                                                 3,152           2,555
                      -------------------------------------------------
       Finished goods                                                                  3,929           2,745
                     --------------------------------------------------
       Tooling                                                                         5,017           5,601
              ---------------------------------------------------------           ----------      ----------
           Total inventories                                                          19,582          18,325
                            -------------------------------------------
   Prepaid expenses and other current assets                                           4,597           4,026
                                            ---------------------------
   Deferred income taxes                                                               3,709           3,709
                        -----------------------------------------------           ----------      ----------
                 Total current assets                                                 51,029          40,941
                                     ----------------------------------
PROPERTY, PLANT AND EQUIPMENT, NET                                                    50,812          50,391
                                  -------------------------------------
OTHER ASSETS, NET                                                                      9,910           9,389
                 ------------------------------------------------------           ----------      ----------
                                                                                    $111,751        $100,721

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

   Bank overdraft                                                                  $   2,145      $    1,585
                 ------------------------------------------------------
   Short-term debt                                                                    15,871           9,360
                  -----------------------------------------------------
   Current portion of long-term debt                                                   7,795           7,765
                                    -----------------------------------
   Accounts payable                                                                   28,742          18,611
                   ----------------------------------------------------
   Accrued liabilities and other current liabilities                                   6,161           5,535
                                                    -------------------
   Income taxes payable                                                                  __              167
                       ------------------------------------------------          -------------    ----------
      Total current liabilities                                                       60,714          43,023
                               ----------------------------------------
LONG-TERM DEBT, less current portion                                                  32,658          33,136
                                    -----------------------------------
OTHER LONG-TERM LIABILITIES                                                            2,233           2,245
                           --------------------------------------------
DEFERRED INCOME TAXES                                                                  3,437           3,437
                     --------------------------------------------------           ----------      ----------

      Total liabilities                                                               99,042          81,841
                       ------------------------------------------------            ---------       ---------

STOCKHOLDERS' EQUITY:
   Common stock                                                                          539             539
               --------------------------------------------------------
   Additional paid-in capital                                                         13,805          13,805
                             ------------------------------------------
   Retained earnings                                                                    (969)          5,202
                    ---------------------------------------------------
   Minimum pension liability adjustment                                                 (403)           (403)
                                       --------------------------------
   Treasury stock                                                                       (263)           (263)
                 ------------------------------------------------------          -----------      ----------
      Total stockholders' equity                                                      12,709          18,880
                                ---------------------------------------            ---------       ---------
                                                                                    $111,751        $100,721
</TABLE>

                                       2

<PAGE>

BAILEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE AND SIX MONTHS ENDED JANUARY 28, 1996 AND JANUARY 29, 1995
(in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                               Three Months Ended             Six Months Ended
                                                                Jan 28    Jan 29            Jan 28       Jan 29
                                                                 1996      1995              1996          1995
                                                                 ----      ----              ----          ----
<S>                                                            <C>        <C>               <C>          <C>    
NET SALES                                                      $38,737    $41,057           $79,915      $86,234
         -------------------------------------------           -------    -------           -------      -------
COST AND EXPENSES:
      Cost of products sold                                     39,731     35,578            78,494       74,015
                           -------------------------
      Selling, general and administrative expenses               3,658      3,702             7,235        7,087
                                                  --         ---------   --------         ---------     --------
             Operating income (loss)                            (4,652)     1,777            (5,814)       5,132
                                    ----------------
INTEREST EXPENSE (NET)                                           1,203        892             2,378        1,752
                      ------------------------------          --------   --------          --------       ------
             Income (loss) before income taxes                  (5,855)       885            (8,192)       3,380
                                              ------
INCOME TAX PROVISION (BENEFIT)                                  (1,318)       363            (2,021)       1,385
                              ----------------------          --------   --------           -------       ------
             Net income (loss)                                 $(4,537)   $   522           $(6,171)     $ 1,995
                              ----------------------           =======    =======           =======      =======





NET INCOME (LOSS) PER COMMON SHARE:
             Primary                                           $  (.84) $     .10           $ (1.14)   $    .37
                    --------------------------------           =======  =========           =======    ========
             Fully diluted                                     $  (.84) $     .10        $    (1.14)   $    .35
                          --------------------------           =======  =========        ==========    ========    

WEIGHTED AVERAGE SHARES OUTSTANDING:
             Primary                                         5,431,000  5,440,000         5,401,000   5,457.000
                    -------------------------------          =========  =========        ==========   =========

            Fully diluted                                    5,431,000  6,409,000         5,401,000   6,427,000
                         --------------------------          =========  =========         =========   =========
</TABLE>

                                       3

<PAGE>

BAILEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE SIX MONTHS ENDED JANUARY 28, 1996 AND JANUARY 29, 1995

<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                   Jan 28       Jan 29
                                                                                    1996         1995
                                                                                   -------      -------
<S>                                                                                <C>           <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net income (loss)                                                              $(6,171)      $1,995
                     --------------------------------------------------            --------      ------
    Adjustments to reconcile net income (loss) to net cash
      used in operating activities:
        Depreciation and amortization                                                2,820        2,667
                                     ----------------------------------
        Change in assets and liabilities net of effects
           of acquisitions:
             Increase in accounts receivable                                        (8,574)      (6,617)
                                            ---------------------------
             Increase in inventories                                                (1,257)      (6,115)
                                    -----------------------------------
             Increase in prepaid expenses and other current assets                    (571)        (467)
                                                                  -----
             Increase in other assets, net                                            (521)        (690)
                                          -----------------------------
             Increase in accounts payable                                           10,131        6,963
                                         ------------------------------
             Increase (decrease) in accrued liabilities
                  and other current liabilities                                        626       (1,604)
                                               ------------------------
             (Decrease) increase in income taxes payable                              (167)         297
                                                        ---------------
             Decrease in other liabilities                                             (12)         (44)
                                          -----------------------------            -------      -------

               Net cash used in operating activities                                (3,696)      (3,615)
                                                    -------------------             ------       ------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                            (2,655)      (3,566)
                        -----------------------------------------------            -------      -------
               Net cash used in investing activities                                (2,655)      (3,566)
                                                    -------------------            -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase in short-term debt (including bank overdrafts), net                     7,071        8,312
                                                                -------
    Payments on long-term debt and capital leases                                   (1,034)        (759)
                                                 ----------------------
     Purchase of treasury stock                                                         __         (263)
                               ----------------------------------------                           
     Proceeds from exercies of stock options                                            __           21
                                            ---------------------------                  
    Decrease in restricted cash                                                        817           __
                               ----------------------------------------            -------      -------
               Net cash provided by financing activities                             6,854        7,311
                                                        ---------------            -------     --------

               Net increase in cash                                                    503          130
                                   ------------------------------------

CASH, beginning of period                                                              313          201
                         ----------------------------------------------           --------     --------

CASH, end of period                                                                $   816     $    331
                   ----------------------------------------------------            =======     ========

CASH PAID FOR:
    Interest                                                                        $2,132     $  1,503
            -----------------------------------------------------------
    Income taxes                                                                        78          799
                -------------------------------------------------------

SUPPLEMENTAL DISCLOSURES:
    Assets acquired under capitalized leases                                       $   586      $ 1,293
                                            ---------------------------
</TABLE>

                                       4

<PAGE>


 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS:

      SECOND QUARTER FISCAL 1996 VS SECOND QUARTER FISCAL 1995

        Net  sales  for the  second  fiscal  quarter  ended  January  28,  1996,
decreased $2.3 million, or 5.7%, to $38.7 million,  compared to $41.1 million in
the second  quarter of fiscal 1995.  Sales in the second  quarter  included $9.3
million of new and/or replacement products introduced since the beginning of the
year and $7.8 million of higher sales of certain  products carried over from the
prior year.  These  sales  increases  were  offset by a) $13.5  million of sales
eliminated due to the discontinuation of products for prior year models; b) $2.7
million of lower  sales of certain  carryover  products;  and c) a $3.2  million
decrease in service parts and miscellaneous other sales.

        Gross profit in the second quarter ended January 28, 1996 decreased $6.5
million,  or 118.1%,  to a negative  $994,000,  compared to gross profit of $5.5
million in the second  quarter of fiscal  1995.  As a  percentage  of net sales,
gross profit was a negative 2.6%  compared to positive  gross profit of 13.3% in
the same period of the prior year. The reduced gross profit was  attributable to
a)  lower  net  sales  compared  to the  same  period  of  the  prior  year;  b)
comparatively  lower unit margins on the product mix comprising total sales this
year  compared to the product mix sold in the second  quarter of last year; c) a
substantial  concentration of previously  delayed and  subsequently  accelerated
product launching activities that were underway during the quarter; and d) costs
associated  with the completion of the phase-down of an  underutilized  facility
and the allocation of its production among other plants.

        Selling,  general  and  administrative  expenses  in the second  quarter
remained relatively constant at 9.4% of sales or $3.66 million, compared to 9.0%
of sales or $3.70  million in the second  quarter of the prior year.  The slight
increase

                                       5

<PAGE>

as a percentage of sales was  attributable to the  comparatively  lower sales in
the period this year.

        Interest  expense in the second  fiscal  quarter ended January 28, 1996,
increased $311,000, or 34.9%, to $1.2 million compared to $892,000 in the second
quarter of fiscal 1995. The increase was  attributable to a higher average level
of borrowing under the Company's revolving line-of-credit.

        Before  provision for income taxes,  the Company incurred a loss of $5.9
million for the second quarter ended January 28, 1996 compared to pre-tax income
of  $885,000  for the  second  quarter  of last  year.  Accordingly,  there were
available  income tax  benefits  attributable  to the  carry-back  of the second
quarter net operating loss to prior years. The benefit thus recognized was at an
effective  rate of 22.5%  compared to an income tax expense  rate of 41% for the
second quarter of the prior fiscal year.

        For the second  fiscal  quarter  ended  January  28,  1996,  the Company
incurred a net loss of $4.5 million,  or $.84 per share,  compared to net income
of  $522,000,  or $.10 per share in the second  quarter of the prior year.  This
unfavorable  operating  performance  resulted  primarily from the aforementioned
decline in sales volume,  reduced unit margins on product sales, a concentration
of new product  launching  activities  during the period and  completion  of the
phasing down of an underutilized production facility.

        FIRST SIX MONTHS FISCAL 1996 VS FIRST SIX MONTHS FISCAL 1995

        Net Sales in the six months  ended  January  28,  1996,  decreased  $6.3
million,  or 7.3%, to $79.9  million  compared to $86.2 million in the first six
months of the prior fiscal year. Sales in the fiscal  first-half  included $15.1
million  of new and/or  replacement  products  introduced  during the period and
$16.8  million of higher sales of products  carried  over from last year.  These
sales  increases  were offset by a) $ 27.5  million of sales  eliminated  due to
discontinuation  of products

                                       6

<PAGE>

for prior  year  models;  b) $5.7  million of lower  sales of certain  carryover
products;  and c) a $5.0  million  decrease in service  parts and  miscellaneous
other sales.

        Gross profit for the six months ended January 28, 1996  decreased  $10.8
million, or 88.4%, to $1.4 million, compared to $12.2 million in the fiscal 1995
first six months.  As a percentage of net sales,  gross profit for the first six
months  this  year was 1.8%  compared  to 14.2% in the same  period of the prior
year.  Contributing to the substantially lower gross profit during the first six
months of this year were the  comparatively  lower sales, a product mix carrying
narrower unit margins, a significant  concentration of new product launches, and
the expenses associated with phasing down an under-utilized manufacturing plant.
The Company also experienced  relatively higher raw material costs that impacted
operating performance during the first three months of the six month period.

        Selling,  general and  administrative  expenses in the six months  ended
January 28, 1996 increased  slightly to $7.2 million compared to $7.1 million in
the fiscal 1995 six months.  The  increase  was related to planned  additions to
engineering  and program  management  functions.  As a percentage  of net sales,
selling,  general and administrative  expenses were 9.1% in the first six months
compared  to 8.2% in the same  period  of the prior  year.  The  difference  was
primarily  due to the  comparatively  lower sales  volume in the six months this
year.

        Interest  expense in the six months  ended  January 28,  1996  increased
$626,000,  or 35.7%,  to $2.38  million  compared  to $1.75  million in the 1995
fiscal six months.  The increase was due to higher  average  utilization  of the
Company's revolving line-of-credit.

        For the first six months ended  January 28, 1996,  before  provision for
income taxes,  the Company  incurred a loss of $8.2 million  compared to pre-tax
income of $3.4 million  earned in the first fiscal six months of the prior year.
Due to the  carryback of the six-month  net  operating  loss to prior years,  an
income tax 

                                       7

<PAGE>

benefit was  available  at an  effective  rate of 25%  compared to an income tax
expense rate of 41% for the first six months of fiscal 1995.

        A net loss of $6.2  million,  or $1.14 per share,  was  incurred  in the
first six months ended January 28, 1996, compared to net income of $2.0 million,
or $.35 per  share,  earned in the first  fiscal  half of the  prior  year.  The
adverse  operating  results  experienced  in the period this year were caused by
factors identified in the foregoing discussion of gross profits realized in both
the second  quarter  and six month  periods.  During the final  weeks of the six
months ended January 28, 1996, as the major product  launching  activities  were
accomplished,  sales rates were increasing.  Meanwhile,  cost reduction measures
and productivity  improvements were taking effect with the result that,  barring
adverse  changes in auto industry  conditions,  the Company expects to realize a
turnaround to profitable operations during its third fiscal quarter.


LIQUIDITY AND CAPITAL RESOURCES

        During the first six months ended January 28, 1996 activities related to
a series of new product launches required additional  investments in inventories
totaling $1.3 million and a $8.6 million increase in accounts receivable.  These
increases  added to a $6.2  million  net  loss for the  period  were  offset  by
depreciation  and  amortization of $2.8 million and a $10.1 million  increase in
accounts  payable  resulting in net use of cash in operating  activities of $3.7
million. This employment of cash in operations plus capital expenditures of $2.7
million in the first six months were funded primarily by a $7.1 million increase
in utilization of the Company's revolving line-of-credit.

        As a result of the foregoing,  at January 28, 1996 total  capitalization
was  $45.4  million  including  long-term  debt of $32.7  million,  or 72%,  and
stockholders'  equity  of  $12.7  million,  or  28%  of  total   capitalization.
Meanwhile,  during the first 

                                       8

<PAGE>

six months net working  capital  decreased  $7.6 million with the result that at
January 28, 1996 the current ratio was .84 to 1.

        Due to these  developments,  as of January 28, 1996 there were instances
of  non-compliance  with  technical  covenants of certain of the Company's  debt
agreements.  The holders  thereof have been advised and the Company is currently
pursuing  negotiations  for  waivers  and/or  amendments.  At the same time,  in
addition to the measures  underway to restore  operations to profitable  levels,
the Company is pursuing several alternatives for arranging additional sources of
liquidity to meet forecasted  requirements  including  maturing debt obligations
during the next twelve months.

                                       9

<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

                  On June 2, 1994,  the  Company  was served  with a summons and
         complaint  with  respect to Vicki  Match Suna and Lori Rosen v.  Bailey
         Corporation, a purported class action suit brought in the United States
         District Court for the District of New Hampshire. The complaint alleged
         that the Company violated Rule 10b-5 of the Securities and Exchange Act
         of 1934 by a purported  dissemination  of misleading  information as to
         its financial  position in connection with the purchase and sale of its
         securities.   The  Company  was  successful  in  having  the  complaint
         dismissed,  and also in rebuffing  the  plaintiffs'  attempt to file an
         amended  complaint.  The Court allowed the  plaintiffs to make one more
         attempt,  however, and on September 1, 1995, a second amended complaint
         was filed.

                  The  Company   moved  to  dismiss  the   plaintiff's   amended
         complaint.  The court granted the Company's motion. On January 23,1996,
         the plaintiffs appealed the decision of the court. The Company believes
         the appeal is without merit and intends to defend it.






                  With respect to other legal proceedings,  reference is made to
         the  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
         July, 30, 1995,  filed with the  Securities and Exchange  Commission on
         October 30, 1995.

Item 5.  Other Information.

                  None

Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibit Index is set forth below.

         (b)      None.

                                       10

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT     TITLE                     METHOD OF FILING


11.1        Computation of            Filed herewith (included in Condensed
            Net Income Per Share      Consolidated Statements of Operations
                                      for the three and six months ended
                                      January 28, 1996  and January 29, 1995)





                                   SIGNATURES

        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 thereto duly authorized.

  
                                               BAILEY CORPORATION
                                               Registrant


Date: March 13, 1996                           /s/  Leonard J. Heilman
                                               -----------------------
                                               Leonard J. Heilman
                                               Executive Vice President -
                                               Finance and Administration,
                                               Treasurer and Assistant Secretary
                                               (principal financial and
                                               accounting officer)

                                       11