PENOBSCOT SHOE COMPANY

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON
APRIL 16, 1999

The Annual Meeting of Stockholders of Penobscot Shoe Company will be held at 
the office of Rudman and Winchell, 84 Harlow Street, 4th Floor, Bangor,
Maine, at 8:00 A.M. on April 16, 1999 for the following purposes:

1. to fix the number of directors and to elect a Board of Directors, a Treasurer
    and a Clerk; and

2. to transact such other business as may properly come before the meeting or 
    any adjournments thereof.

Stockholders of record at the close of business on February 2, 1999, will be 
entitled to vote at the meeting.

					By Order of the Board of Directors

					GERALD E. RUDMAN, CLERK

PENOBSCOT SHOE COMPANY
North Main Street
Old Town, Maine 04468

PROXY STATEMENT

	This statement is furnished in connection with the solicitation by the 
management of Penobscot Shoe Company (hereinafter called the "Company") 
of the enclosed proxy for use at the Annual Meeting of Stockholders to be held 
on Friday, April 16, 1999, and at any adjournment thereof. This statement and 
the form of proxy were mailed to stockholders on March 5, 1999.

	The annual report of the Company for the fiscal year ended 
November 27, 1998, which accompanies this proxy statement, is not to be 
deemed a part of the proxy soliciting material.

	The Company's only voting securities are its shares of Common Stock 
having a par value of $1.00 per share (the "Common Stock"). As of the close 
of business on February 2, 1999, there were outstanding 1,378,290 shares of 
such stock, held by approximately 210 stockholders of record.
	
	Holders of Common Stock of the Company are entitled to one vote at 
the meeting for each share of such stock held by them of record at the close of
business of February 2, 1999, upon each matter which may come before the 
meeting, including the election of directors.

	In order to be considered for inclusion in the Company's proxy state-
ment and form of proxy for presentation at the Company's annual meeting for 
the current fiscal year ending November 26, 1999, proposals by shareholders 
must be received at the Company's principal offices by October 15, 1999.

ELECTION OF DIRECTORS, A TREASURER, AND A CLERK AND 
INFORMATION RESPECTING NOMINEES, INCLUDING SECURITIES 
BENEFICIALLY-OWNED

	The By-Laws of the Company require that its Board of Directors 
consist of not less than three, nor more than fifteen, directors as fixed at 
the Annual Stockholders Meeting. Subsequent to the Annual Meeting, 
stockholders may increase or decrease (within the limits above specified) 
the number of directors as thus fixed, and fill any vacancy thereby created.
	
	The management recommends that the number of directors be fixed 
at five and, unless authority to do so is withheld in the accompanying proxy, 
intends to vote the proxies hereby solicited for the election as directors of
the five persons hereinafter listed. Messrs. Kagan, Moody, Rudman, Guthrie, and 
Riddle are presently serving as directors and were elected to 
their present term of office as directors of the Company by the stockholders 
on March 27, 1998. Management also recommends that Mr. Rudman be 
re-elected Clerk and Mr. Keane be re-elected Treasurer. Directors hold office 
for a term expiring upon the election and qualification of a successor. 
Information concerning said nominees is set forth below.

	The Company is not presently aware of any reason that would 
prevent any of such persons from serving as a director if he is elected.





										                                                                  Shares owned
								                              	                            First	   Beneficially
			             	      Employment for				                          Became	  and of record on
Name	      	      Age 	Past Five Years			                       	  Director February 2, 1999      
			             	 					                                         
Irving Kagan        70   Chairman of the Board of Directors,	       1960		   465,498
                 		    		Chief Executive Officer
Francis J. Guthrie  61  	Executive Vice President, Marketing   	    1984       1,500
                    		 		and Sales Fortis Benefits Insurance
                    			 	Company; previously, Sr. VP of 
                    				 Corporate Marketing and Communications,
	                    		 	Fortis, Inc., President and Chief
                         Executive Officer, The Guthrie Group
                         (marketing/advertising)
James L. Moody, Jr. 67	  Retired, formerly Chairman of the Board,   1971         1,000  
                         Hannaford Bros.	Co. (wholesale and
                         retail distributor of	groceries); Also
                         a Director of UNUM Corporation (insurance),
                         IDEXX Laboratories,	Inc., Staples, Inc.,
                         and a Trustee of the Colonial Group of
                         Mutual Funds
John I. Riddle	     61  	Retail Real Estate and Shopping Center 	   1989		     1,000
                     				Consultant; previously, President, 
                     				Sturbridge Yankee Workshop, Inc. (retail
                     				firm)
Gerald E. Rudman    70	  Clerk of Company, Retired Senior Partner, Rudman	  1975		     7,000
                     				& Winchell (law firm)	
David L. Keane	     46  	Vice President of Finance and Admin.-  	       _		       500
                     				istration and Treasurer
All directors and				                			   	                    	            476,498
officers as a group						  	   	                                     34.6% of shares
(8 persons)							    	  	                                             (outstanding)




PRINCIPAL STOCKHOLDERS

	The principal beneficial owners of the Company's Common Stock 
		are as follows:

 			               	Number of Shares	   % of Total
				                Beneficially	       Outstanding Shares
				                Owned on		          Owned on
Name				            February 2, 1999    February 2, 1999

Irving Kagan		   	       465,498(a)         		33.8
Mildred K. Striar			     279,823(a)         		20.3
Joseph R. Nerges		 	     131,450       	       9.5
                 	             
	TOTAL			                876,771            		63.6

	(a) Subject to an agreement between Mr. Kagan and Mrs. Striar 
granting each a right of first refusal and certain rights of participation 
with respect to the shares of the other.

	The company knows of no other person owning beneficially more
 than 5% of the Company's Common Stock. 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
 Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the 
Company's directors, executive officers and holders of more than 10% of the
Company's Common Stock to file with the Commission initial reports of ownership
and reports of changes in ownership of the Common Stock of the Company.  The
Company believes that during the fiscal year ended November 28, 1997, its
officers, directors and holders of more than 10% of the Company's Common Stock
complied with all Section 16(a) filing requirements. 

MEETINGS OF THE BOARD OF DIRECTORS AND OF ITS COMMITTEES

	During the year ended November 27, 1998, the Board of Directors 
held a total of six meetings.

	The chairman of the Board of Directors appoints an audit committee,
a compensation committee, and a nominating committee after the annual 
meeting. Messrs. Moody, Guthrie, Rudman, and Riddle constituted the Board's 
audit committee for the past fiscal year. This committee reviews with the 
Company's independent certified public accountants the scope of their audit 
work, the results of the audit, and the examination of the Company's internal 
accounting and control procedures. During the year ended November 27, 1998,
the audit committee held one meeting.



	Messrs. Kagan, Rudman, Moody, Riddle, and Guthrie constituted the 
Board's compensation committee for the past fiscal year. This 
committee reviews, recommends and approves the Company's compensation 
policies and practices, including the level of compensation of officers of the 
Company, and makes recommendations concerning compensation of directors. 
During the year ended November 27, 1998, the compensation committee held 
three meetings.

	Messrs. Kagan, Guthrie, Moody, Rudman, and Riddle are 
members of the nominating committee. This committee identifies, reviews and 
recommends individuals to fill Board vacancies. One meeting was held during 
the year ended November 27, 1998.

COMPENSATION OF, AND TRANSACTIONS WITH, DIRECTORS,
	 OFFICERS AND OTHERS

	The following table sets forth all direct compensation paid by the 
Company during the year ended November 28, 1997, to the highest-paid officers
and directors whose aggregate direct compensation exceeded $100,000.


Summary Compensation Table
                                                         						    		 Long Term		   								        	Long Term
					                                   Annual Compensation          Compensation 
						                                                           Other
					                                                            Annual           
Name and			                              	Salary      Bonus   Compensation 	  Options
Principal Position		              Year	    ($)       ($)(1)      ($) 	          (#)
				                                                		         
Paul Hansen (2)			    		1998    169,412     59,125      8,643      	   -
  President and Chief Executive   		1997    161,178          -      6,643      	   -
     Officer                      		1996    158,102     25,737      6,643          	   -
        

William Hoskins                      	1998   	123,066     37,122        180          -
  Vice President - Sales	       	1997   	116,699          -        180          -
                           		 	1996        113,103     15,442        180	         -
	         
David Keane					 	1998         92,678     25,013         70          -
  Vice President - Finance and Admin.	1997		 90,565          -         70          -
							1996         88,227      9,437         41          -

		

(1.) The objective of the incentive plan in 1996, 1997 and 1998 was to 
reward the Company's employees when, in the discretion of the Board of
Directors, the Company outperformen certain standards set by the Board.
These standards, which included standards for net sales and operating
profits, were achieved in 1996 and 1998.  These standards were not achieved
in 1997 and accordingly no bonus pool was funded. The Pool was allocated 
among employees based on each individual's contirbution to the Company's 
performance as determined by the Board of Directors in its unilateral 
discretion.

(2.)  Mr. Hansen passed away on December 27, 1998.

	Upon the death of any employee who has served the Company for at 
least 15 years and has been an officer and/or director of the Company and/or 
any subsidiary for at least two years, the Company will pay the sum of $5,000 
and one year's salary to the employee's widow and minor children. 
Mr. Wilhelm Pfander, Vice President of Manufacturing currently qualifies 
for these benefits, and the Company is currently making payment to Mr. Hansen's
widow pursuant to this plan.

	Mr. Kagan, Chairman of the Board of Directors, retired as Chief 
Executive Officer of the Company on December 31, 1993. On November 
26, 1993, the Board of Directors voted to provide him a supplemental 
retirement benefit of $20,000 per year. During 1998, Mr. Kagan received 
payments totaling $20,000 as a result of this supplemental retirement benefit.

	The compensation for each outside director in fiscal 1998 consisted 
of an annual retainer of $7,500, and a payment of $500 for each meeting 
attended. In addition, the Chairman of the Board receives an annual retainer 
of $20,000. Director compensation for fiscal 1999 is expected to continue at 
this rate.



CONTRIBUTORY RETIREMENT PLAN

	Since 1981, Penobscot Shoe Company has had a contributory 
retirement plan covering substantially all employees. This is a defined 
benefit plan and the amount of the Company's contribution with respect to 
specified persons cannot be readily calculated by the actuaries of the plan. 
The annual retirement benefits for each pension plan year of future service 
are determined as .85% of annual earnings  which  are  not  in  excess  of  
$16,200, and 1.5% of any excess of annual earnings over $16,200. Past 
service (prior to January 1, 1988) benefits are determined for each year of 
credited past service as .65% of average earnings of the three years ended 
January 1, 1988  up  to  $16,200  and  1.5% of the average over $16,200.
	
	All employees who are enrolled as members of the pension plan 
contribute in each plan year .5% of their annual earnings up to $16,200, and 
2.5% of their annual earnings in excess of $16,200. The following table shows
the annual pension benefit payable to employees, including officers, retiring 
at age 65 using a constant salary. The table includes past and future service 
as follows: for 15 years service, 10 years of past service and 5 years of 
future service; for 25 years service, 20 and 5 respectively; for 30 years 
service, 25 and 5 respectively; for 35 years service, 30 and 5; for 45 years 
service, 40 and 5.



Approximate Annual Pension Upon Retirement at Age 65

                 	15 Years  	25 Years 	 30 Years   35 Years  	45 Years
Compensation     	Service   	Service	   Service	   Service 	  Service
	           	     	     		      	     	
$ 75,000	      $ 15,198   $ 25,071  	$ 30,008  	$ 34,944   $ 44,817
 100,000            20,823     34,446       41,258  	  48,069	 61,692
 125,000            26,448 	 43,821 	  52,508 	  61,194     78,567
 150,000	        32,073	 53,196	  63,758	  74,319	 95,442
 160,000            34,323     56,946       68,258      79,569    102,192
 


	For the highest paid officers and directors, years of credited service 
for pension plan purposes and the amount of compensation for the fiscal year 
on which the pension benefit calculations were based are as follows:

                        			     Years of			    Compensation
Name of Individual    	     Credited Service	  Covered

Paul Hansen	                   		32    			    $ 160,000
William Hoskins			                6		           160,000
David Keane						13					117,691

1991 STOCK OPTION PLAN

	The Company's 1991 Stock Option Plan (the "Plan") was adopted by 
the Board of Directors on December 20, 1990 and approved by the Company's 
stockholders at the 1991 annual meeting. The Plan provides that options for 
the purchase of up to 75,000 shares of Common Stock may be granted, of which
33,000 shares remained available at December 1, 1998. The Plan is intended 
to promote the growth and profitability of the Company by providing key 
employees with additional incentive to achieve the Company's objectives and to
enable the Company to attract and retain key employees of outstanding ability.

	The Plan is administered by the Compensation Committee of the Board
of Directors (the "Committee"), which has the authority to designate the key 
employees eligible to participate, to prescribe the number of shares and other
terms of awards, to interpret the Plan and to make rules and regulations and 
all other determinations for administering the Plan. None of the Directors 
constituting the Committee is eligible to receive any stock options pursuant 
to the Plan.

	The exercise price of all options granted by the Committee will not
be less than 100% of the fair market value of the Common Stock on the date the
option is granted. All options granted under the Plan must expire ten years 
after the date they were granted unless provision is made for an earlier 
expiration. No option may be granted later than ten years following the date 
the Plan was approved by the Board of Directors. The full purchase price for 
shares acquired upon the exercise of an option must be paid in cash, Common 
Stock, or the promissory note of the participant containing such terms as the
Committee shall specify, or a combination thereof, as the Committee may 
determine.

	If the optionee ceases to serve the Company for reasons other than 
death or total and permanent disability, the optionee may exercise his or her
option for a period equal to the earlier to occur of the end of such exercise 
right as set forth in the option, or three months following such termination,
 to the extent the option was exercisable prior to termination. Except as so 
exercised, the option expires at the end of such three month period. If the 
optionee, while in the service of the Company, dies or becomes permanently 
and totally disabled at any time while he or she is entitled to exercise an 
option, the optionee or his or her executor, administrator, heir or legatee 
may exercise the option in full at any time up to one year following the date
of such termination or the end of the tenth year following the grant of the 
option, if earlier. Options may be granted on terms different from those set
forth in the Plan in substitution for options held by employees of other 
companies who become employees of the Company or a subsidiary as a
result of a merger or other acquisition transaction.



	Options may not be transferred by an optionee otherwise than by will
or by the laws of descent and distribution and during the optionee's lifetime 
can be exercised only by the optionee.

	In the event that there is a change of control of the Company, as 
defined in the Plan, each option held pursuant to the Plan will become fully 
exercisable. In the event of a stock dividend, stock split, recapitalization or 
other change in the Company's capital stock, the number and kind of shares
of stock or other securities subject to an option granted hereunder, and the 
maximum number of shares or other securities available under the Plan, the
purchase price, and other relevant provisions, may be appropriately adjusted 
by the Committee. The Committee may also make such adjustments in the 
event of a material change in accounting principles or practices, a 
consolidation or merger where the Company survives, a sale or acquisition of 
significant amounts of stock or other property, or the occurrence of any other
event, if determined by the Committee to warrant such an adjustment to avoid 
distortion of the Plan.

	Subject to the provision dealing with changes in control, if the 
Company is involved in a merger or consolidation in which it is not the 
surviving corporation, or the Company's shares are converted into, or exchanged
for, the shares of another corporation, or into or for other consideration, all 
options granted hereunder shall terminate upon such event. However, if such 
an event occurs, the Committee shall cause replacement options to be granted 
or make all outstanding options exercisable in full for a period of twenty days 
prior to such event.

	The Committee may amend the Plan and any option granted thereunder,
provided that, without the approval of the Stockholders of the Company, no 
amendment may (except in the event of stock dividends, stock splits, certain 
mergers, spin-offs, and similar events, as herein provided) increase the 
maximum number of shares available under the Plan, the designation of those 
eligible to participate in the Plan, reduce the minimum option price of future 
options, or extend the time within which options may be granted. No 
amendment may adversely affect the rights of any optionee without his or her 
consent.

	All grants of options under the Plan or their exercise shall be in 
accordance with applicable federal and state laws and regulations, and the 
Company may impose such conditions and requirements as it deems necessary 
or desirable to assure such compliance.

	The Plan is not intended to qualify for incentive stock option tax 
treatment under the Internal Revenue Code.
	
	No options were granted during fiscal 1998.



Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values November 27, 1998

 	               Shares       Value        Number of Unexercised        Value of Unexercised
  	           Acquired on   Realized  Options on November 27, 1998  Options on November 27, 1998
Name           Exercise(#)     ($)    Exercisable    Unexercisable   Exercisable  Unexercisable
		             	       	     		                        	 		         
Paul Hansen	       ____	       ____	    10,000        	    	0	          $46,875        0
Wilhelm Pfander	   ____	       ____	     6,000	 	           0	           28,125	       0
William Hoskins	   ____	       ____	     5,000	            	0	            14,063   		   0
David L. Keane	    ____	       ____	     5,000		            0 	          23,438        0


RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

	No principal accountant has been selected for fiscal 1999. The firm 
of BDO Seidman was principal accountant for fiscal 1998. In the past, the 
Board of Directors has selected the auditors following the annual Meeting and 
intends to do so again at that time. It is not expected that a representative 
of the Company's principal accountant will be at the annual meeting.



OTHER BUSINESS

	Management does not intend to present to the meeting any business 
other than the matters herein before referred to, and was not aware, a 
reasonable time before this solicitation of proxies, of any other matters which
may be properly presented by others at the meeting. If any other business 
should come before the meeting, the persons named on the enclosed proxy 
will have discretionary authority to vote all proxies in accordance with their
judgment. The proxies solicited by management will be voted in favor of the 
five nominees for election as directors and for the nominees for election as 
Treasurer and Clerk named above. Although the management does not 
contemplate that any of the nominees will be unavailable for election, in the 
event a vacancy in the slate of nominees is occasioned by death or some other 
unexpected occurrence, the proxy will be voted for the election of a nominee 
according to the judgment of the person voting the proxy.

	This proxy is solicited by the management of the Company and if 
returned duly signed, will be voted by the person or persons therein named. 
Prior to the taking of a vote, any proxy may be revoked at any time by the 
stockholder appointing the proxy. It is suggested that notice of revocation be 
given in writing to the Clerk prior to voting. The management owns or has 
power to vote a sufficient number of shares to assure election of the nominees 
herein proposed. The vote of a majority of the number of shares present or 
represented at the meeting at which a quorum (a majority of the shares 
outstanding) is present or represented is required for the election of 
directors, Treasurer and Clerk.

COST OF SOLICITATION

	The cost of soliciting proxies in the accompanying form will be 
borne by the Company. In addition to solicitation by mail, the Company is 
requesting banks, brokers and other custodians, nominees, and fiduciaries to 
send proxy material to the beneficial owners and to secure their voting 
instruction. The Company will reimburse them for their expenses in so doing. 
Officials and regular employees of the Company may solicit proxies personally, 
by telephone or telegram, from some shareholders, if proxies are not promptly 
received.

	Upon written request, the Company will furnish any stockholder at no
cost a copy of its annual report to the Securities and Exchange Commission on 
form 10-K including financial statements and schedules thereto for the last 
fiscal year. Such requests must contain a representation that the person making
the request was a beneficial owner of the Company's stock on February 2, 1999,
the record date for this Proxy solicitation. Requests should be addressed to: 
Vice President Finance and Administration, Penobscot Shoe Company, Old Town, 
Maine 04468.


March 5, 1999

	

Appendix:  Proxy Card


Proxy

PENOBSCOT SHOE COMPANY

This proxy is solicited by the Board of Directors

The undersigned stockholder of Penobscot Shoe Company hereby constitutes and
appoints Irving Kagan and Gerald E. Rudman and either of them, Attorneys-
in-Fact, with power of substitution and revocation, for and in the name and 
place of the undersigned to vote and act as proxy at the Annual Meeting of 
Stockholders of the Company to be held on Friday, April 16, 1999 at the office
of Rudman and Winchell, 84 Harlow Street, Bangor, Maine at 8:00 a.m., and 
at any and all adjournments thereof upon all shares of stock in said Company 
held by the undersigned or upon which the undersigned will be entitled to vote,
will at the powers the undersigned would possess if personally present.

Said proxies are instructed and authorized as follows:

(1) Fixing the number of directors for the ensuing year at five

For
Against
Abstain

(2) Election of Directors
For all nominees listed to the right (except as marked to the contrary)

Withhold Authority (to vote for all nominees listed to the right.)

Instruction: to withhold authority to vote for any individual nominee strike 
a line through the nominee's name in the list below:

F. J. Guthrie, I. Kagan, J. L. Moody, Jr., J. Riddle, G. E. Rudman

(3) For the election as Treasurer and Clerk of the Company of the respective 
      nominees named in said Proxy Statement.

To Vote
Refrain from voting

In the absence of any specification with respect to items (2) and (3), said 
proxies will be deemed to have been authorized to vote for election.  In the 
absence of any specification with respect to item (1), said proxies will be 
deemed to have been authorized to vote for the matter in such item.  If 
specification is made, proxies will be noted in accordance with such 
specification.

Discretionary authority is hereby conferred as to all other matters which may 
properly come before the meeting.

                                               
Signature

Date:                                                1999.