SECURITIES AND EXCHANGE COMMISSION

                               Washington, DC 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended February 23, 1996

Commission File No. 1-5548

Penobscot Shoe Company
(Exact name of registrant as specified in its charter)

Maine
(State or other jurisdiction of incorporation or organization)


01-0139580
(IRS Employer identification no.)

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

04468
(Zip code)

Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)

Registrant's telephone number, including area code:  (207) 827-4431

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, and (2) has been subject to such
filing requirements for the past 90 days.  Yes __X__
                                            No _____

Common stock of 1,482,117 shares, $1 par value, was outstanding at 
February 23, 1996


                        PENOBSCOT SHOE COMPANY
                        CONDENSED BALANCE SHEET
                           (In thousands)

                              February 23, 1996      November 24, 1995
                                (Unaudited)            (Note (a))
                                                   
CURRENT ASSETS:
  Cash & Cash Equivalents          $  962                 $1,301
  Marketable Securities             3,273                  3,271
  Refundable income taxes              -                       - 
  Accounts receivable               3,773                  3,492
  Inventories (Note 2)              3,289                  3,054
  Other current assets                382                    341
                                  _______                _______
        TOTAL CURRENT ASSETS      $11,678                $11,459

PROPERTY AND EQUIPMENT, AT COST:
  Buildings                        $1,412                 $1,413
  All Other                         1,627                  1,617
  Less accumulated depreciation
    and amortization                2,687                  2,660
                                  _______                _______ 
        NET PROPERTY AND EQUIPMENT   $352                   $369
                                  _______                _______
  TOTAL ASSETS                    $12,030                $11,828
                                  =======                =======                
LIABILITIES AND SHAREHOLDERS' EQUITY:

CURRENT LIABILITIES:
  Accounts payable                   $824                   $791
  Other current liabilities           557                    496
                                  _______                _______ 
        TOTAL CURRENT LIABILITIES  $1,381                 $1,287

DEFERRED INCOME TAXES                $146                   $146

SHAREHOLDERS' EQUITY:
  Common stock, $1 par value:
    authorized 2,000,000 shares:
    issued 1,533,042               $1,533                 $1,533
  Capital in excess of par value    1,109                  1,109
  Retained earnings                 7,817                  7,667
  Add net unrealized gain on 
    available-for-sale securities
    (Note (b))                        313                    356
  Less treasury stock at cost 
    50,925 shares;                    270                    270

         NET SHAREHOLDERS' EQUITY _______                _______
           (Note 3)               $10,502                $10,395

TOTAL LIABILITIES AND SHARE-      _______                _______
  HOLDERS' EQUITY                 $12,030                $11,828
                                  =======                =======
<FN>
Note: (a) The balance sheet at November 24, 1995, has been derived from
          the audited financial statements at that date.

      (b) The Company adopted Statement of Accounting Standard No. 115
          "Accounting for Certain Investments in Debt and Equity Securities"
          effective November 26, 1994.  

See notes to the condensed financial statements.



                        PENOBSCOT SHOE COMPANY
                         STATEMENT OF INCOME
               (In thousands, except per share amounts)
                             (Unaudited)
                             
                                                             For the
                                                        Three Months Ended               
                                                     February        February 
                                                     23, 1996       24, 1995            
                                                               
Net Sales                                              $4,225          $3,120

Cost and operating expenses:

  Cost of sales                                         2,840           2,066 
  Selling and administrative 
    expenses                                            1,150           1,085 
                                                       _______        _______ 
Operating income (loss)                                   235             (32)

Other income                                              138              53
                                                       _______        _______ 
Income before income taxes                                373              21

Income taxes                                              149               7
                                                        _______       _______ 
Net income                                               $224            $ 14 
                                                        =======       =======
Per Common Share:

  Net income                                            $0.15          $0.01
     
  Dividends                                              0.05           0.05 

Average number of common shares 
  outstanding                                        1,482,117      1,482,117
<FN>
See notes to the condensed financial statements.



                        PENOBSCOT SHOE COMPANY
                        STATEMENT OF CASH FLOWS
          For Three Months Ended February 23, 1996 and February 24, 1995
                            (In thousands)

                                   1996                 1995
                                                    
Cash flows from operating 
  activities:

  Net cash provided (used) by 
    operating activities          $ (255)               $1,181
Cash flows from investing
  activities:

  Proceeds from sale of assets         0                     0

  Capital expenditures               (10)                   (3)
                                  _______               _______
    Net cash provided (used) by
      investing activities           (10)                   (3)

Cash flows from financing activities:

  Dividends paid                     (74)                  (74)  

  Purchase of treasury stock           0                    0

    Net cash provided (used) by   _______               _______
      financing activities           (74)                  (74)

    Net increase (decrease) in    _______               _______
      cash and cash equivalents     (339)                1,103

Cash and cash equivalent at 
  beginning of period              1,301                 1,308            
 
Cash and cash equivalent at       _______               _______
  end of period                    $ 962               $ 2,411  
                                  =======               =======


Supplemental Disclosure of Cash Flow Information
  Cash paid during the period for:

    Interest                          $0                    $0

    Income taxes                     119                    16


                        PENOBSCOT SHOE COMPANY

               NOTES TO CONDENSED FINANCIAL STATEMENTS
                             (Unaudited)

1.  CONDENSED FINANCIAL STATEMENTS

    The condensed balance sheet as of  February 23, 1996, the statements of 
income for the first quarter ended February 23, 1996 and February 24, 1995, 
and the condensed statements of cash flows for the nine-month periods then 
ended have been prepared by the Company, without audit.  In the opinion of 
management, all necessary adjustments, which include normal recurring 
adjustments, have been made to present fairly the financial position, results 
of operations, and cash flows at February 23, 1996 and for the other periods 
presented.  The results of operations for the period ended February 23, 1996 
are not necessarily indicative of operating results for the full year.

2.  INVENTORIES

    Inventories are summarized as follows (in thousands):


                            2/23/96     11/24/95      2/24/95 
                                              
FIFO Cost:                      
    finished shoes           $3,809       $3,355       $3,345
    shoes in process             40           22           32
    raw materials               205          232          382  
                             _______     _______      _______
                             $4,054       $3,609       $3,759  
Excess of FIFO cost over
LIFO inventory value           (765)        (555)        (980)   
                             _______     _______      _______
                             $3,289       $3,054       $2,779
                             =======     =======      =======
   

    The Company uses the LIFO method because it more realistically
reflects operating results by charging current costs against current
revenues. 

3.  SHAREHOLDERS' EQUITY

    During the three months ended February 23, 1996, shareholders' equity 
changed due to the net income of $224,000, dividends declared of $74,000 and a 
decrease of $43,000 resulting from a decrease in the net unrealized gain on 
available-for-sale securities held by the Company.  Effective November 26, 
1994, the Company adopted Statement of Financial Accounting Standards 
No. 115, "Accounting for Certain Investments in Debt and Equity Securities",
necessitating the inclusion of this net unrealized gain on the balance sheet.

                        PENOBSCOT SHOE COMPANY
     MANAGEMENT DISCUSSION AND ANALYSIS OF THE SUMMARY OF OPERATIONS

Liquidity and Capital Resources:

     At February 23, 1996, Penobscot Shoe Company had working capital of 
approximately $10,297,000 versus approximately $10,172,000 at November 
24, 1995, an increase of $125,000.  The ratio of current assets to current 
liabilities at February 23, 1996, was 8.5 to 1, compared to 8.9 to 1, at 
November 24, 1995.

     The statement of cash flows for the three months ended February 23, 1996, 
shows a decrease of $339,000 in cash and cash equivalents since November 
24, 1995.  The Company's operations used $255,000 since November 24, 
1995, primarily due to seasonal fluctuations in inventory.  The Company's 
quarterly dividend amounted to a use of $74,000 during the period and 
capital expenditures for equipment amounted to a further use of $10,000 
during the period.

     The increases in the Company's inventory, accounts receivable, other
current assets and other current liabilities since November 24, 1995, were 
the result of ordinary fluctuations.

     Management believes that Penobscot Shoe Company remains financially well 
structured to consider a variety of financing options should the need arise and
will make choices depending on economic conditions at the time.  Options 
available include conversion of marketable securities held by the Company into
cash and cash equivalents.  The Company also has an established line of credit
with a major bank available for direct borrowing at the prime rate should the 
need arise.

Results of Operations:

     Net sales for the first quarter ended February 23, 1996, were $4,225,000, 
up 35% from $3,120,000 in the same quarter last year.  Net income for the 
current quarter was $224,000, or $.15 per share, compared to $14,000, or
$.01 per share, a year ago.  The current quarter's net income benefited 
from gains on the sales of securities which contributed $48,000, or $.03 per 
share.  The first quarter last year had no such gains.

     The increase in net sales in the first quarter resulted from the 
combination of a strong winter boot season and earlier shipments of some
spring merchandise.  While the retail environment has recently shown some 
improvement, the first quarter sales and profit increases should not 
necessarily be considered indicative of future results.

      Selling and administrative expenses were approximately 6% higher 
than a year ago.  This increase was the result of costs which are variable
on sales volume.

      Other income in the first quarter of 1996 was $138,000, pre-tax,
compared to $53,000 in the same quarter last year.  The current quarter
benefited from gains on the sales of securities which totalled $80,000, 
pre-tax, while the first quarter of last year included no such gains.



PART II.  OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K

            (a) Exhibits          
 
                Exhibit 27.  Financial Data Schedule

            (b) Reports on Form 8-K

                No reports on Form 8-K have been filed during the
                last quarter of the period covered by this report.

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 under-
signed thereunto duly authorized.




                                         Penobscot Shoe Company
                                         _________________________
                                              (Registrant)


Date:    April 4, 1996                         Paul Hansen
                                         _________________________
                                         By:   Paul Hansen 
                                         President and
                                         Chief Executive Officer

Date:    April 4, 1996                         David L. Keane
                                         _________________________  
                                         By:   David L. Keane
                                         Vice President/Finance and
                                         Administration