SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported) May 10, 2002

                          PHOENIX FOOTWEAR GROUP, INC.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

         0-774                                             15-0327010
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(Commission File Number)                       (IRS Employer Identification No.)

450 North Main Street, Old Town, Maine                       04468
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(Address of Principal Executive Offices)                  (Zip Code)

                                 (207) 827-4431
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              (Registrant's Telephone Number, Including Area Code)

                              DANIEL GREEN COMPANY
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          (Former Name or Former Address, if Changed Since Last Report)




                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events.

     The stockholders of Daniel Green Company, voting at their Annual Meeting on
May 10, 2002 approved by the necessary two-thirds vote the Agreement and Plan of
Merger whereby  Daniel Green Company,  a  Massachusetts  corporation,  agreed to
merge with and into its wholly owned subsidiary, Phoenix Footwear Group, Inc., a
Delaware corporation which is to be the survivor.  Accordingly, a Certificate of
Merger was filed with the  Delaware  Secretary  of State and  Articles of Merger
were  filed  with the  Massachusetts  Secretary  of  State,  making  the  merger
effective on May 10, 2002.

     Each share of Daniel Green Company common stock, par value $2.50 per share,
automatically became one share of Phoenix Footwear Group, Inc. common stock, par
value $.01 per share.

     The Phoenix  common stock has been listed on the American  Stock  Exchange
and will trade under the symbol PXG,  starting May 20, 2002.  Until then it will
trade on NASDAQ under the Daniel Green symbol DAGR.

                                   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 hereunto duly authorized.


                                         PHOENIX FOOTWEAR GROUP, INC.
                                         (formerly Daniel Green Company)


Date: May 10, 2002                       By: /s/ James R. Riedman
                                             -----------------------------------
                                                  James R. Riedman
                                                  Chairman and CEO