GREEN DANIEL CO
SC 13G, 1998-01-26
FOOTWEAR, (NO RUBBER)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No.)*

                              DANIEL GREEN COMPANY
                                (Name of Issuer)

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

                                    392775102
                                 (CUSIP Number)

                                December 31, 1997
             (Date of Event which Requires Filing of this Statement)


Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>


                                  SCHEDULE 13G



CUSIP No. 392775102                                            Page 2 of 5 Pages
- -------------------                                            -----------------




1          NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

           Retirement Committee of the Daniel Green Company Retirement Savings 
           Partnership Plan
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) |_|
                                                                         (b) |_|

3          SEC USE ONLY


4          CITIZENSHIP OR PLACE OF ORGANIZATION

           Massachusetts
                            5          SOLE VOTING POWER
         NUMBER OF
          SHARES                       0
       BENEFICIALLY         6          SHARED VOTING POWER     
         OWNED BY                                              
           EACH                        186,437                 
         REPORTING          7          SOLE DISPOSITIVE POWER  
          PERSON                                               
           WITH                        0                       
                            8          SHARED DISPOSITIVE POWER
                                                               
                                       186,437                 
9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           186,437
10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
           SHARES*                                                           |_|

11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

           11.0%
12         TYPE OF REPORTING PERSON*

           EP
- ---------- ---------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                  SCHEDULE 13G



CUSIP No. 392775102                                            Page 3 of 5 Pages
- -------------------                                            -----------------



Item 1(a).  Name of Issuer:

         Daniel Green Company.

Item 1(b).  Address of Issuer's Principal Executive Offices:

         One Main Street, Dolgeville, New York 13329.

Item 2(a).  Name of Person Filing:

         Retirement  Committee of the Daniel Green  Company  Retirement  Savings
Partnership Plan (the "Plan").

Item 2(b).  Address of Principal Business Office or, if None, Residence:

         One Main Street, Dolgeville, New York 13329.

Item 2(c).  Citizenship:

         Massachusetts

Item 2(d).  Title of Class of Securities:

         Common Stock, par value $2.50 per share.

Item 2(e).  Cusip Number:

         392775102

Item 3.     If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
            check whether the person filing is a:

(a). [  ]  Broker of Dealer registered under section 15 of the act;
(b). [  ]  Bank as defined in Section 3(a)(6) of the Act;
(c). [  ]  Insurance Company as defined in Section 3(a)(19) of the Act
(d). [  ]  Investment Company registered under Section * of the Investment 
           Company Act;
(e). [  ]  Investment Advisor registered under Section 203 of the Investment 
           Advisers Act of 1940;
(f). [X]  Employee Benefit Plan, Pension Fund which is subject to the provisions
          of the Employee Retirement Income Security Act of 1974, or Endowment 
          Fund;


<PAGE>


                                  SCHEDULE 13G



CUSIP No. 392775102                                            Page 4 of 5 Pages
- -------------------                                            -----------------



(g). [  ]  Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
(h). [  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

Item 4.          Ownership

(a).  Amount beneficially owned:    186,437
(b)   Percent of class:       11%
(c)   Number of shares as to which such person has:
         (i)   Sole power to vote or direct the vote ________  
         (ii)  Shared power to vote or direct the vote  186,437  
         (iii) Sole power to dispose or to direct the disposition of _______
         (iv)  Shared power to dispose or to direct the disposition of 186,437

Item 5.           Ownership of Five Percent or Less of a Class.

         Not Applicable

Item 6.           Ownership  of More than  Five  Percent  on  Behalf of  Another
                  Person.

         Exeter   Trust   Company   (the   "Trustee")   holds   the   shares  as
non-discretionary trustee of the Plan. As respects the voting of the shares held
by the Trustee,  the Retirement  Committee  directs the voting of both allocated
and unallocated shares in the plan.

         The Retirement  Committee may dispose of the shares in the Plan only in
accordance with the terms of the Plan and its fiduciary obligations under ERISA

Item 7.           Identification  and  Classification  of the  Subsidiary  Which
                  Acquired the Security  Being Reported on by the Parent Holding
                  Company.

         Not Applicable

Item 8.           Identification and Classification of Members of the Group.

         Not Applicable

Item 9.           Notice of Dissolution of Group.

         Not Applicable

Item 10.          Certification


<PAGE>


                                  SCHEDULE 13G



CUSIP No. 392775102                                            Page 5 of 5 Pages
- -------------------                                            -----------------


         By signing  below,  I certify  that,  to the best of my  knowledge  and
belief the securities  referred to above were acquired in the ordinary course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.

                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                    RETIREMENT COMMITTEE OF THE DANIEL GREEN
                                    COMPANY RETIREMENT SAVINGS PARTNERSHIP PLAN



                                         /s/ Stanley W. Kabot
                                         Stanley W. Kabot, Committee Member


Date: January 9, 1998



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