SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

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

         Massachusetts                                           15-0327010
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              450 North Main Street
                              Old Town, Maine 04468
                    (address of principal executive offices)

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

                          2001 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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

                            Greg A. Tunney, President
                              Daniel Green Company
                              450 North Main Street
                              Old Town, Maine 04468
                                 (207) 827-4431
            (Name, address and telephone number of agent for service)

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

                          Copies of Communications to:

                           Harry P. Messina, Jr., Esq.
                             Woods Oviatt Gilman LLP
                             700 Crossroads Building
                            Rochester, New York 14614
                                 (716) 987-2800


<PAGE>


<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                                Proposed            Proposed
                                                Maximum             Maximum
                           Amount               Offering            Aggregate       Amount of
Title of Securities        to be                Price               Offering        Registration
to be Registered           Registered (1)       Per Share (2)       Price (2)       Fee
------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                 <C>              <C>
Common stock, par
value $2.50 per share      300,000 shares       $3.45               $1,035,000       $258.75
------------------------------------------------------------------------------------------------
</TABLE>

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock under the 2001 Long-Term Incentive Plan by reason of any stock
     dividend,  stock split,  recapitalization or similar  transaction  effected
     without the receipt of  consideration  which  results in an increase in the
     number of outstanding shares of Common Stock of Daniel Green Company.

(2)  Estimated in accordance  with Rule 457(h) under the Securities Act of 1933,
     as amended,  solely for the purpose of calculating the registration fee and
     is based  upon the  average  of the high and low sales  price  reported  on
     Nasdaq on August 31, 2001.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     Daniel Green Company (the  "Registrant")  hereby  incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission ("SEC"):

            (a)   The  Registrant's  Annual  Report on Form  10-KSB for the year
                  ended December 31, 2000.

            (b)   The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  period ended March 31, 2001.

            (c)   The  Registrant's  Current  Report on Form 8-KSB dated June 1,
                  2001.

            (d)   The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  period ended June 30, 2001.

            (e)   The description of the Registrant's  Common Stock contained in
                  Registration  Statement  on Form  8-A  filed  with  the SEC on
                  February  23,


                                       2
<PAGE>


                  1996,  pursuant to Section 12 of the 1934 Act,  including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

     All reports and definitive proxy or information statement filed pursuant to
Section 13(a),  14 or 15(d) of the 1934 Act after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

     Section 67 of Chapter 156B of the Massachusetts  General Laws provides that
a corporation  may indemnify its directors and officers to the extent  specified
in or authorized by (i) the articles of  organization,  (ii) a by-law adopted by
the  stockholders,  or (iii) a vote  adopted by the holders of a majority of the
shares of stock entitled to vote on the election of directors. In all instances,
the extent to which a corporation provides  indemnification to its directors and
officers under Section 67 is optional.

     Section 10 of Article III of the Registrant's  By-laws provides as follows:
Each present, former and future director and officer of the corporation shall be
entitled, without prejudice to any other rights he may have, to be reimbursed by
the corporation for, and indemnified by the corporation  against,  all legal and
other  expenses  hereafter  reasonably  incurred by him in  connection  with any
claim, action, suit or proceeding of whatever nature in which he may be involved
as a party or  otherwise  or with  which he may be  threatened  by reason of his
having  served,  before or after the date of the adoption of this  By-law,  as a
director or officer of the corporation or of any subsidiary of the  corporation,
whether or not  wholly  owned,  or by reason of any action  alleged to have been
theretofore  or  thereafter  taken or  omitted  by him as any such  director  or
officer,  whether or not he continues to be such director or officer at the time
of  incurring  such costs or  expenses,  including  amounts  paid or incurred in
connection with reasonable  settlements made with a view to curtailment of costs
of  litigation  and with the  approval  of a majority  of the  directors  of the
corporation  then in  office,  other than  those  involved,  whether or not such
majority  constitutes a quorum. No such  reimbursement or indemnity shall relate
to any expense incurred or settlement made in connection with any matter arising
out of the  negligence  or  misconduct of such director or officer as determined
either  by a court of  competent  jurisdiction,  or,  in the  absence  of such a
determination,  by such  majority  of the  directors  acting  on the  advice  of
counsel. The corporation and its directors, officers, employees and agents shall
not be liable to anyone for  making any  determination  as to the  existence  or
absence of liability, or for making or refusing to make any payment hereunder on
the basis of such  determination,  or for taking or  omitting  to take any other
action hereunder, in


                                       3
<PAGE>


reliance  upon the advice of  counsel.  On vote of the Board of  Directors,  the
corporation  may  assent  to  the  adoption  of a  By-law  substantially  to the
foregoing effect by any such subsidiary.

     Section  13(b)(1  1/2)  of  Chapter  156B  of  the  Massachusetts  Business
Corporation   Law  provides  that  a   corporation   may,  in  its  articles  of
organization,  eliminate a director's  personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty,  except in
circumstances  involving (i) a breach of the  director's  duty of loyalty to the
corporation  or its  stockholders,  (ii) acts or omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
unauthorized  distributions  and loans to insiders  and (iv)  transactions  from
which the director derived an improper personal benefit.

     In its amended  Articles of  Organization,  the  Registrant has provided as
follows:  No  director  shall be  personally  liable to the  corporation  or its
stockholders  for  monetary  damages  for  any  breach  of  fiduciary  duty as a
director;  provided,  however,  that, to the extent  provided by applicable law,
this provision  shall not eliminate or limit the liability of a director (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) pursuant to Section
61 or Section 62 of the Massachusetts  Business Corporation Law, or (iv) for any
transaction from which the director derived an improper  personal  benefit.  The
Articles  further provide that no amendment to or repeal of this provision shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.

Item 7. Exemption from Registration Claimed

        Not applicable.

Item 8. Exhibits

Exhibit Number             Exhibit

     4.             Instruments  defining rights of  stockholders;  reference is
                    made to  Registrant's  Registration  Statement  on Form  8-A
                    which is incorporated  herein by reference  pursuant to Item
                    3(b) of this Registration Statement

     5.             Opinion and Consent of Woods Oviatt Gilman LLP

     23.1           Consent of Deloitte & Touche LLP, Independent Auditors

     23.2           Consent of Woods Oviatt Gilman LLP is contained in Exhibit 5

     99.1           2001 Long-Term Incentive Plan

Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement


                                       4
<PAGE>


(i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this  Registration  Statement;  provided,  however,  that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the  Registrant  pursuant to Section 13 or
Section  15(d)  of the  1934 Act that  are  incorporated  by  reference  in this
Registration  Statement;  (2) that for the purpose of determining  any liability
under the 1933 Act each such  post-effective  amendment  shall be deemed to be a
new registration  statement  relating to the securities  offered therein and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof  and (3) to  remove  from  registration  by  means  of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of Registrant's 2001 Long-Term Incentive Plan.

     B.   The  undersigned  Registrant  hereby  undertakes  that, for purpose of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification  for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the  indemnification  provisions  summarized in Item 6 or otherwise,
the  Registrant  has  been  advised  that,  in  the  opinion  of the  SEC,  such
indemnification  is against  public policy as expressed in the 1933 Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


                                       5
<PAGE>


                                   SIGNATURES


     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Rochester, State of New York, on September 6, 2001.


                                    DANIEL GREEN COMPANY


                                    By:    /s/ James R. Riedman
                                           --------------------------
                                    Name:  James R. Riedman
                                    Title: Chairman and CEO


                                    By:    /s/ Robert Weedon
                                           --------------------------
                                    Name:  Robert Weedon
                                    Title: Chief Financial Officer and Treasurer


     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.


                                    DIRECTORS


/s/      Edward Bloomberg           *        /s/      Steven DePerrior         *
------------------------------------         ----------------------------------
         Edward Bloomberg                             Steven DePerrior


/s/      Gregory Harden             *        /s/      Gary E. Pflugfelder      *
------------------------------------         ----------------------------------
         Gregory Harden                               Gary E. Pflugfelder


/s/      James R. Riedman           *        /s/      Greg A. Tunney           *
------------------------------------         ----------------------------------
         James R. Riedman                             Greg A. Tunney


/s/      Wilhelm Pfander            *
------------------------------------
         Wilhelm Pfander


DATE:  September 6, 2001


                                       6
<PAGE>


                                INDEX TO EXHIBITS


Exhibit                                                          Sequentially
Number            Document Description                           Numbered Pages
------            --------------------                           --------------
4.                Instruments defining rights of
                  stockholders; reference is made to
                  Registrant's Registration Statement
                  on Form 8-A which is incorporated
                  herein by reference pursuant to
                  Item 3(b) of this Registration
                  Statement

5.                Opinion and Consent of Woods                        8
                  Oviatt Gilman LLP

23.1              Consent of Deloitte & Touche LLP,                   9
                  Independent Auditors

23.2              Consent of Woods Oviatt Gilman LLP
                  is contained in Exhibit 5

99                2001 Long-Term Incentive Plan                       10


                                       7
[{"type": "S-8", "sequence": "1", "filename": "d26728_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17799}]
{"company-data": {"conformed-name": "GREEN DANIEL CO", "cik": "0000026820", "assigned-sic": "3140", "irs-number": "150327010", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69066", "film-number": "1732637"}, "business-address": {"street1": "450 MAIN ST", "city": "OLD TOWN", "state": "ME", "zip": "04468", "phone": "207-827-4431"}, "mail-address": {"street1": "450 MAIN ST", "city": "OLD TOWN", "state": "ME", "zip": "04468"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

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

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

         Massachusetts                                           15-0327010
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              450 North Main Street
                              Old Town, Maine 04468
                    (address of principal executive offices)

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

                          2001 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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

                            Greg A. Tunney, President
                              Daniel Green Company
                              450 North Main Street
                              Old Town, Maine 04468
                                 (207) 827-4431
            (Name, address and telephone number of agent for service)

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

                          Copies of Communications to:

                           Harry P. Messina, Jr., Esq.
                             Woods Oviatt Gilman LLP
                             700 Crossroads Building
                            Rochester, New York 14614
                                 (716) 987-2800
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------
                                                Proposed            Proposed
                                                Maximum             Maximum
                           Amount               Offering            Aggregate       Amount of
Title of Securities        to be                Price               Offering        Registration
to be Registered           Registered (1)       Per Share (2)       Price (2)       Fee
------------------------------------------------------------------------------------------------
Common stock, par
value $2.50 per share      300,000 shares       $3.45               $1,035,000       $258.75
------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock under the 2001 Long-Term Incentive Plan by reason of any stock
     dividend,  stock split,  recapitalization or similar  transaction  effected
     without the receipt of  consideration  which  results in an increase in the
     number of outstanding shares of Common Stock of Daniel Green Company.

(2)  Estimated in accordance  with Rule 457(h) under the Securities Act of 1933,
     as amended,  solely for the purpose of calculating the registration fee and
     is based  upon the  average  of the high and low sales  price  reported  on
     Nasdaq on August 31, 2001.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Daniel Green Company (the  "Registrant")  hereby  incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission ("SEC"):

            (a)   The  Registrant's  Annual  Report on Form  10-KSB for the year
                  ended December 31, 2000.

            (b)   The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  period ended March 31, 2001.

            (c)   The  Registrant's  Current  Report on Form 8-KSB dated June 1,
                  2001.

            (d)   The  Registrant's  Quarterly  Report  on Form  10-QSB  for the
                  period ended June 30, 2001.

            (e)   The description of the Registrant's  Common Stock contained in
                  Registration  Statement  on Form  8-A  filed  with  the SEC on
                  February  23,

                                       2
1996,  pursuant to Section 12 of the 1934 Act,  including  any
                  amendment  or report  filed for the purpose of  updating  such
                  description.

     All reports and definitive proxy or information statement filed pursuant to
Section 13(a),  14 or 15(d) of the 1934 Act after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

     Section 67 of Chapter 156B of the Massachusetts  General Laws provides that
a corporation  may indemnify its directors and officers to the extent  specified
in or authorized by (i) the articles of  organization,  (ii) a by-law adopted by
the  stockholders,  or (iii) a vote  adopted by the holders of a majority of the
shares of stock entitled to vote on the election of directors. In all instances,
the extent to which a corporation provides  indemnification to its directors and
officers under Section 67 is optional.

     Section 10 of Article III of the Registrant's  By-laws provides as follows:
Each present, former and future director and officer of the corporation shall be
entitled, without prejudice to any other rights he may have, to be reimbursed by
the corporation for, and indemnified by the corporation  against,  all legal and
other  expenses  hereafter  reasonably  incurred by him in  connection  with any
claim, action, suit or proceeding of whatever nature in which he may be involved
as a party or  otherwise  or with  which he may be  threatened  by reason of his
having  served,  before or after the date of the adoption of this  By-law,  as a
director or officer of the corporation or of any subsidiary of the  corporation,
whether or not  wholly  owned,  or by reason of any action  alleged to have been
theretofore  or  thereafter  taken or  omitted  by him as any such  director  or
officer,  whether or not he continues to be such director or officer at the time
of  incurring  such costs or  expenses,  including  amounts  paid or incurred in
connection with reasonable  settlements made with a view to curtailment of costs
of  litigation  and with the  approval  of a majority  of the  directors  of the
corporation  then in  office,  other than  those  involved,  whether or not such
majority  constitutes a quorum. No such  reimbursement or indemnity shall relate
to any expense incurred or settlement made in connection with any matter arising
out of the  negligence  or  misconduct of such director or officer as determined
either  by a court of  competent  jurisdiction,  or,  in the  absence  of such a
determination,  by such  majority  of the  directors  acting  on the  advice  of
counsel. The corporation and its directors, officers, employees and agents shall
not be liable to anyone for  making any  determination  as to the  existence  or
absence of liability, or for making or refusing to make any payment hereunder on
the basis of such  determination,  or for taking or  omitting  to take any other
action hereunder, in

                                       3
reliance  upon the advice of  counsel.  On vote of the Board of  Directors,  the
corporation  may  assent  to  the  adoption  of a  By-law  substantially  to the
foregoing effect by any such subsidiary.

     Section  13(b)(1  1/2)  of  Chapter  156B  of  the  Massachusetts  Business
Corporation   Law  provides  that  a   corporation   may,  in  its  articles  of
organization,  eliminate a director's  personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty,  except in
circumstances  involving (i) a breach of the  director's  duty of loyalty to the
corporation  or its  stockholders,  (ii) acts or omissions  not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
unauthorized  distributions  and loans to insiders  and (iv)  transactions  from
which the director derived an improper personal benefit.

     In its amended  Articles of  Organization,  the  Registrant has provided as
follows:  No  director  shall be  personally  liable to the  corporation  or its
stockholders  for  monetary  damages  for  any  breach  of  fiduciary  duty as a
director;  provided,  however,  that, to the extent  provided by applicable law,
this provision  shall not eliminate or limit the liability of a director (i) for
any  breach  of  the  director's  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct or a knowing violation of law, (iii) pursuant to Section
61 or Section 62 of the Massachusetts  Business Corporation Law, or (iv) for any
transaction from which the director derived an improper  personal  benefit.  The
Articles  further provide that no amendment to or repeal of this provision shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.

Item 7. Exemption from Registration Claimed

        Not applicable.

Item 8. Exhibits

Exhibit Number             Exhibit

     4.             Instruments  defining rights of  stockholders;  reference is
                    made to  Registrant's  Registration  Statement  on Form  8-A
                    which is incorporated  herein by reference  pursuant to Item
                    3(b) of this Registration Statement

     5.             Opinion and Consent of Woods Oviatt Gilman LLP

     23.1           Consent of Deloitte & Touche LLP, Independent Auditors

     23.2           Consent of Woods Oviatt Gilman LLP is contained in Exhibit 5

     99.1           2001 Long-Term Incentive Plan

Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement

                                       4
(i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii)
to reflect in the  prospectus  any facts or events  arising  after the effective
date of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this  Registration  Statement;  provided,  however,  that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the  Registrant  pursuant to Section 13 or
Section  15(d)  of the  1934 Act that  are  incorporated  by  reference  in this
Registration  Statement;  (2) that for the purpose of determining  any liability
under the 1933 Act each such  post-effective  amendment  shall be deemed to be a
new registration  statement  relating to the securities  offered therein and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof  and (3) to  remove  from  registration  by  means  of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of Registrant's 2001 Long-Term Incentive Plan.

     B.   The  undersigned  Registrant  hereby  undertakes  that, for purpose of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification  for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the  indemnification  provisions  summarized in Item 6 or otherwise,
the  Registrant  has  been  advised  that,  in  the  opinion  of the  SEC,  such
indemnification  is against  public policy as expressed in the 1933 Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                       5
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Rochester, State of New York, on September 6, 2001.

                                    DANIEL GREEN COMPANY

                                    By:    /s/ James R. Riedman
                                           --------------------------
                                    Name:  James R. Riedman
                                    Title: Chairman and CEO

                                    By:    /s/ Robert Weedon
                                           --------------------------
                                    Name:  Robert Weedon
                                    Title: Chief Financial Officer and Treasurer

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

                                    DIRECTORS

/s/      Edward Bloomberg           *        /s/      Steven DePerrior         *
------------------------------------         ----------------------------------
         Edward Bloomberg                             Steven DePerrior

/s/      Gregory Harden             *        /s/      Gary E. Pflugfelder      *
------------------------------------         ----------------------------------
         Gregory Harden                               Gary E. Pflugfelder

/s/      James R. Riedman           *        /s/      Greg A. Tunney           *
------------------------------------         ----------------------------------
         James R. Riedman                             Greg A. Tunney

/s/      Wilhelm Pfander            *
------------------------------------
         Wilhelm Pfander

DATE:  September 6, 2001

                                       6
INDEX TO EXHIBITS

Exhibit                                                          Sequentially
Number            Document Description                           Numbered Pages
------            --------------------                           --------------
4.                Instruments defining rights of
                  stockholders; reference is made to
                  Registrant's Registration Statement
                  on Form 8-A which is incorporated
                  herein by reference pursuant to
                  Item 3(b) of this Registration
                  Statement

5.                Opinion and Consent of Woods                        8
                  Oviatt Gilman LLP

23.1              Consent of Deloitte & Touche LLP,                   9
                  Independent Auditors

23.2              Consent of Woods Oviatt Gilman LLP
                  is contained in Exhibit 5

99                2001 Long-Term Incentive Plan                       10

                                       7