<PAGE>
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549 
 
 
                                   FORM 10-Q 
 
 
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                     THE SECURITIES EXCHANGE ACT OF 1934 
 
                  FOR THE FIRST QUARTER ENDED FEBRUARY 1, 1997 
 
 
                          Commission File Number 0-934 
 
 
 
                              B.B. WALKER COMPANY 
             ------------------------------------------------------ 
             (Exact name of registrant as specified in its charter) 
 
 
 
           North Carolina                                    56-0581797     
  -------------------------------                         ---------------- 
  (State or other jurisdiction of                         (I.R.S. Employer 
   incorporation or organization)                         Identification No.) 
 
 
  414 East Dixie Drive, Asheboro, NC                            27203     
-----------------------------------------------               ---------- 
(Address of principal executive offices)                      (Zip Code) 
 
 
Registrant's telephone number, including area code:        (910) 625-1380 
 
 
 
 
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 (or for such shorter period that the 
registrant was required to file such reports) and (2) has been subject to such 
filing requirements for the past 90 days.  Yes  X     No 
                                               ---       --- 
 
On March 14, 1997, 1,726,534 shares of the Registrant's voting common stock 
with a par value of $1.00 per share were outstanding. 
 
 
 
 
 
 
 
 
                                     Cover
<PAGE>
                              B.B. WALKER COMPANY
                          CONSOLIDATED BALANCE SHEETS
                                (In thousands)
<TABLE>
<CAPTION>
                                                (Unaudited)
                                                February 1,       November 2, 
               Assets                              1997              1996
               ------                           -----------       ----------- 
<S>                                             <C>               <C> 
Cash                                            $        1        $        1  
Accounts receivable, less allowance 
  for doubtful accounts of $873 in 
  1997 and $742 in 1996                              8,060            10,808 
Inventories                                         10,800            12,511 
Prepaid expenses                                       331               441 
Income tax recovery receivable                       1,102             1,042 
Deferred income tax benefit                            180               150 
                                                   -------           ------- 
    Total current assets                            20,474            24,953 

Property, plant and equipment, net of 
  accumulated depreciation and amortization 
  of $5,997 in 1997 and $5,906 in 1996               2,083             2,208 
Other assets                                           199               214 
                                                   -------           ------- 
                                                $   22,756        $   27,375 
                                                   =======           ======= 
</TABLE>















                                       1
                                                                  (Continued)
<PAGE> 
                              B.B. WALKER COMPANY 
                    CONSOLIDATED BALANCE SHEETS, Continued 
                                (In thousands) 
<TABLE>
<CAPTION>
                                                (Unaudited)
                                                February 1,       November 2, 
  Liabilities and Shareholders' Equity             1997              1996
  ------------------------------------          -----------       ----------- 
<S>                                             <C>               <C> 
Borrowings under finance agreement              $    8,378        $   11,464 
Current portion of long-term obligations             1,239             1,304 
Accounts payable, trade                              4,028             4,984 
Accrued salaries, wages and bonuses                    753             1,102 
Other accounts payable and accrued liabilities         773               680 
                                                   -------           ------- 
    Total current liabilities                       15,171            19,534 
                                                   -------           ------- 

Long-term obligations                                3,163             3,286 
Minority interests in consolidated subsidiary           33                33 

Shareholders' equity:
  7% cumulative preferred stock, $100 par value,
    1,150 shares authorized, 828 shares issued
    and outstanding in 1997 and 1996                    83                83 
  Common stock, $1 par value, 6,000,000 shares
    authorized, 1,726,534 shares issued and
    outstanding in 1997 and 1996                     1,727             1,727 
  Capital in excess of par value                     2,724             2,724 
  Retained earnings                                    (26)              111 
  Shareholders' loans                                 (119)             (123)
                                                   -------           ------- 
    Total shareholders' equity                       4,389             4,522 
                                                   -------           ------- 
                                                $   22,756        $   27,375 
                                                   =======           ======= 
</TABLE>
 
 
 
 
 
 
 
The accompanying notes to consolidated financial statements are an integral 
part of these financial statements.


                                       2
<PAGE> 
                              B.B. WALKER COMPANY
                        CONSOLIDATED STATEMENTS OF LOSS
                     (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                            (Unaudited) 
                                                           First Quarter 
                                                               Ended 
                                                     ------------------------ 
                                                     February 1,   February 3,
                                                        1997          1996
                                                     -----------   ----------- 
<S>                                                  <C>           <C>
Net sales                                            $    8,289    $   10,020 
Interest and other income                                    32             6 
                                                        -------       ------- 
  Total revenues                                          8,321        10,026 
                                                        -------       ------- 

Cost of products sold                                     6,181         7,578 
Selling and administrative expenses                       1,880         2,513 
Depreciation and amortization                               125           162 
Interest expense                                            360           440 
                                                        -------       ------- 
  Total costs and expenses                                8,546        10,693 
                                                        -------       ------- 
Loss before income taxes and
  minority interest                                        (225)         (667)
Benefit from income taxes                                   (90)         (219)
Minority interest                                             1             1 
                                                        -------       ------- 
  Net loss                                                 (136)         (449)

Retained earnings, beginning of quarter                     111         4,158 
Dividends on common stock                                   -            -    
Dividends on preferred stock                                 (1)           (1)
                                                        -------       ------- 
Retained earnings, end of quarter                    $      (26)   $    3,708 
                                                        =======       ======= 

Net loss per share:
  Primary                                            $     (.08)   $     (.26)
                                                        =======       ======= 
  Fully diluted                                      $     (.08)   $     (.26)
                                                        =======       =======
Weighted average common shares outstanding:
  Primary                                                 1,727         1,728 
                                                        =======       ======= 
  Fully diluted                                           1,727         1,728 
                                                        =======       ======= 
</TABLE>
 
The accompanying notes to consolidated financial statements are an integral 
part of these financial statements.
 
                                       3
<PAGE>
                              B.B. WALKER COMPANY
                      CONSOLIDATED CASH FLOWS STATEMENTS
                                (In thousands)
<TABLE>
<CAPTION>
                                                            (Unaudited) 
                                                           First Quarter 
                                                               Ended 
                                                     ------------------------ 
                                                     February 1,   February 3,
                                                        1997          1996
                                                     -----------   ----------- 
<S>                                                  <C>           <C>
Cash Flows From Operating Activities:
  Net loss                                           $     (136)   $     (449) 
  Adjustments to reconcile net loss to net 
   cash provided by operating activities:
    Depreciation and amortization                           125           162 
    Gain on sale of fixed assets                            (17)          -   
    Deferred income taxes                                   (30)          -   
    (Increase) decrease in:
     Accounts receivable, net                             2,748         3,244 
     Inventories                                          1,711         1,188 
     Prepaid expenses                                       110           (68)
     Other assets                                            15            25 
    Increase (decrease) in:
     Accounts payable, trade                               (956)         (800)
     Accrued salaries, wages and bonuses                   (349)         (288)
     Other accounts payable and accrued liabilities          93           451 
     Income taxes payable                                   (60)         (219)
                                                        -------       ------- 
  Net cash provided by operating activities               3,254         3,246 
                                                        -------       ------- 
Cash Flows From Investing Activities:
  Capital expenditures                                     -               (5)
  Proceeds from disposal of property, 
    plant and equipment                                      17          -    
                                                        -------       ------- 
  Net cash provided by (used for) 
    investing activities                                     17            (5)
                                                        -------       ------- 
Cash Flows From Financing Activities:
  Net borrowing under finance agreement                  (3,086)       (3,000)
  Proceeds from issuance of long-term obligations             6            14 
  Payment on long-term obligations                         (194)         (258)
  Loans to shareholders, net of repayments                    4             4 
  Dividends paid on 7% cumulative preferred stock            (1)           (1)
                                                        -------       ------- 
  Net cash used for financing activities                 (3,271)       (3,241)
                                                        -------       ------- 
Net change in cash                                         -             -   
Cash at beginning of year                                     1             1 
                                                        -------       ------- 
Cash at end of quarter                               $        1    $        1 
                                                        =======       ======= 
</TABLE>
The accompanying notes to consolidated financial statements are an integral 
part of these financial statements.
                                       4
<PAGE> 
                              B.B. WALKER COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1 
------ 
A summary of the Company's significant accounting policies is presented on 
page 10 of its 1996 Annual Report to Shareholders.  Users of financial 
information presented for interim periods are encouraged to refer to the 
footnotes contained in the Annual Report to Shareholders when reviewing 
interim financial results.

In the opinion of management, the accompanying unaudited consolidated 
financial statements contain all adjustments necessary for a fair presentation 
of the financial results of B.B. Walker Company and Subsidiary (the "Company") 
for the interim periods included.  All such adjustments are of a normal 
recurring nature.  The results of operations for the interim periods shown in 
this report are not necessarily indicative of the results to be expected for 
the fiscal year.

The Company's operations are reported on a fifty-two, fifty-three week fiscal 
year that ends on the Saturday closest to October 31.  The fiscal year that 
ends on November 1, 1997 will include fifty-two weeks of operations.  The 
fiscal year that ended on November 2, 1996 included fifty-three weeks of 
operations.  For fiscal 1996, the Company elected to include the one extra 
week in the first accounting period of the fiscal year.  Therefore, the 
results for the first quarter ended February 3, 1996 include fourteen weeks of 
operations for the Company compared to thirteen weeks for the first quarter 
ended February 1, 1997. 
 
 
Note 2 
------ 
Earnings per common share is computed by deducting preferred dividends from 
net income to determine net income attributable to common shareholders.  This 
amount is divided by the weighted average number of common shares outstanding 
during the quarter plus the common stock equivalents arising from stock 
options.  For primary earnings per share, the common stock equivalents are 
calculated using the average of the high and low asked price for the period.  
For fully diluted earnings per share, the common stock equivalents are 
calculated using the asked price at the end of the period if greater than the 
average asked price for the period.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                       5
<PAGE> 
                              B.B. WALKER COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
 
 
Note 3 
------ 
Long-term obligations consist of the following amounts (in thousands):

                                               (Unaudited)
                                               February 1,       November 2, 
                                                  1997              1996 
                                               -----------       ----------- 
Notes payable to banks                         $    2,616        $    2,690 
Notes payable to governmental authorities             643               654 
Promissory notes payable to shareholders            1,088             1,162 
Capital lease obligations                              55                84 
                                                  -------           ------- 
                                                    4,402             4,590 
Less portion payable within one year                1,239             1,304 
                                                  -------           ------- 
                                               $    3,163        $    3,286 
                                                  =======           ======= 
 
 
Note 4 
------ 
Inventories are composed of the following amounts (in thousands):

                                               (Unaudited)
                                               February 1,       November 2, 
                                                  1997              1996 
                                               -----------       ----------- 

     Finished goods                            $    6,588        $    6,943 
     Work in process                                  624               692 
     Raw materials and supplies                     3,588             4,876 
                                                  -------           ------- 
                                               $   10,800        $   12,511 
                                                  =======           ======= 

















                                       6
<PAGE>
                              B.B. WALKER COMPANY
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
                            AND FINANCIAL CONDITION 


RESULTS OF OPERATIONS 
--------------------- 
The following summarizes the results of operations for the Company for the 
first quarter ended February 1, 1997 and February 3, 1996:

                                                        Three 
                                                    Months Ended 
                                              ------------------------- 
                                              February 3,   January 28, 
                                                 1996          1995 
                                              -----------   ----------- 
      Net sales                                   100.0%        100.0% 
      Cost of products sold                        74.6%         75.6% 
                                                 -------       ------- 
        Gross margin                               25.4%         24.4% 

      Selling and administrative expenses          22.7%         25.1% 
      Depreciation and amortization                 1.5%          1.6% 
      Interest expense                              4.3%          4.4% 
      Interest and other income                     (.4%)          -   
                                                 -------       ------- 
        Loss before income taxes
          and minority interest                    (2.7%)        (6.7%)

      Benefit from income taxes                    (1.1%)        (2.2%)
      Minority interest                              -             -    
                                                 -------       ------- 
        Net loss                                   (1.6%)        (4.5%)
                                                 =======       ======= 


Material Changes in Operations
------------------------------
During the first quarter of fiscal 1997, the Company implemented many of the 
changes put in place at the end of the fourth quarter of the prior year.  
Among these changes was the completion of the consolidation of the separate 
western and work/outdoor sales forces into a single unit that markets all of 
the Company's branded product lines.  Management continued to review the 
product lines and evaluate individual styles to determine their potential 
contribution.  Many styles were eliminated while some new styles were 
developed to provide a well-focused line of western and work footwear for the 
sales force to present to customers.  The resulting branded product lines are 
leaner and should require less of an investment in both finished goods and raw 
materials.







                                       7
<PAGE>
                              B.B. WALKER COMPANY
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
                      AND FINANCIAL CONDITION, Continued


Material Changes in Operations, Continued
-----------------------------------------
The Company has also made other less significant operational changes to 
support the repositioning of the product lines.  Continued internal focus on 
manufacturing, marketing and administrative operations remains a priority for 
management.  Careful control of these expenses is imperative for returning the 
Company to profitability.  The efficient use of manufacturing capacity is one 
area that holds strong potential for improving the Company's operations.  
Management is examining its options related to current manufacturing 
operations to maximize use of manufacturing capacity.

The assumptions underlying management's plans are contingent on the Company 
achieving anticipated sales levels.  Management will analyze the progress of 
the current consolidation and reduction of operations in achieving 
profitability and cash flow projections.   If market conditions do not improve 
for the Company and the anticipated sales levels are not achieved, further 
material changes and reductions will be required.  If the Company is unable to 
implement the necessary changes in a timely manner or unforseen problems 
occur, there can be no assurances as to when the Company will return to a 
profitable level of operations and positive cash flow.


Net Sales
---------
Net sales for the first quarter of 1997 were $8,289,000 which was 17.3% lower 
than net sales of $10,020,000 in the first quarter of 1996.  Sales in the 
first quarter of 1997 were lower than the prior year as the Company 
implemented several operational changes related to the repositioning of its 
product lines.  A significant change involved the merger of the separate sales 
forces that previously marketed work/outdoor boots and western boots, 
respectively, into a single sales force.  The merged sales force is marketing 
both work/outdoor boots and western boots to customers within their territory.  
During the first quarter, territorial boundaries for the merged sales force 
were established and the salesmen received extensive training on marketing 
both lines of footwear.  As a result of this transition, salesmen had to 
develop relationships with customers that may have been previously served by 
another Company salesman.  Extensive resources and time were devoted to 
establishing the salesmen in their new territories in order to minimize the 
disruption to the Company's business.  However, orders for footwear were 
impacted as the plan was put in place.  

Sales of the Company's branded footwear were down 26.7% in 1997's first 
quarter from 1996's first quarter.  Domestic sales of branded footwear fell 
24.4% from the prior year.  Orders in this division come primarily from the 
Company's sales force, therefore sales were impacted by changes discussed 
previously.  Pairs shipped for domestic sales were down 34.8% in the first 
quarter while price per pair was up 14.9%.  The improvement in price per pair 
can be attributed to product mix.  Export sales dropped 46.0% from the first 
quarter results of a year ago.  Pairs exported were down 53.7% from 1996's 
first quarter shipments as orders from foreign customers slowed while the 
price per pair was up slightly.
                                       8
<PAGE>
                              B.B. WALKER COMPANY
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
                      AND FINANCIAL CONDITION, Continued


Net Sales, Continued
--------------------
Private label sales in the first quarter were down 3.3% from the prior year 
which is primarily due to the timing of orders.  The lower sales were a 
combination of a 8.1% decrease in pairs shipped and a 4.8% increase in the 
price per pair.

Other sales, which consists primarily of sales from the Company's retail 
outlets and sales to institutional customers, increased 12.4% in 1997 over 
1996.  Retail sales in the Company's three outlets were up 3.7% from the prior 
year.  Sales to institutional customers increased 27.0% from 1996 levels as 
the Company took on more of this business to provide production volume for its 
plants.


Gross Margin
------------
The Company's gross margin as a percentage of sales increased to 25.4% for the 
first three months of 1997 from 24.4% for the first three months of 1996.  The 
increase can be attributed to higher margins generated by a better product mix 
and cost reduction efforts.  The Company's gross margin percentage continues 
to be impacted by the necessity to compete with discounting programs and 
aggressive dating terms in order to induce orders and increase market share.


Selling and Administrative Expenses
-----------------------------------
Selling and administrative expenses were $1,880,000 for the first quarter of 
1997 as compared to $2,513,000 for the first quarter of 1996, a decrease of 
25.2%.  Expenses in most areas were lower in 1997 than in 1996 as the Company 
realizes the benefits of its aggressive cost reduction efforts.  In order to 
return the Company to profitability, management has implemented many 
operational changes in order to improve efficiency and reduce costs.  Salary 
and benefits were down approximately $433,000 from 1996.  To support a lower 
sales volume, management has lowered the selling and administrative headcount, 
primarily through the reduction and merger of the Company's sales force and 
normal attrition.  As employees leave, their work is being redistributed and 
the positions are not being replaced.  Travel and showroom expenses are down 
$50,000 from 1996 levels as the Company is more selective about where expenses 
for travel are used and a smaller sales force.  Advertising expenses have been 
lowered by $76,000 from the first quarter of 1996.  Management has adjusted 
its advertising budget as part of its overall cost reduction program.









                                       9
<PAGE>
                              B.B. WALKER COMPANY
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
                      AND FINANCIAL CONDITION, Continued


Interest Expense
----------------
Interest expense for the three months ended February 1, 1997 was $360,000, or 
$80,000 lower than interest expense of $440,000 for the three months ended 
February 3, 1996.  The decrease for the three month period can be attributed 
to the lower average balance on outstanding debt and was partially offset by 
higher average interest rates than in the comparable period of a year ago.  
Average outstanding advances under the revolving finance agreement were 
approximately $2,800,000 lower in the first quarter of 1997 than in 1996.  
Interest rates for this agreement were 10% in 1997 and ranged from 9.25% to 9% 
in 1996.  Other long-term debt carried lower balances in 1997 when compared to 
1996 as the Company continues to amortize the debt according to each issue's 
respective terms.  No new material debt was added during the past year.



Depreciation and Amortization
-----------------------------
Depreciation and amortization decreased in amount by $37,000 to $125,000 in 
1997 from $162,000 in 1996 for the first three months of the fiscal year.  The 
Company made minimal capital expenditures during 1996 and the first quarter of 
1997 resulting in a small change in depreciation expense.  Depreciation on 
these capital expenditures has not offset depreciation charges for fixed 
assets that have become fully amortized.


Benefit From Income Taxes
-------------------------
For the first quarter ended February 1, 1997, the Company recorded a benefit 
from income taxes of $90,000.  For the comparable period in 1996, the Company 
had a benefit from income taxes of $219,000.  Income tax rates applied to the 
current year loss before income taxes were consistent between 1997 and 1996.  
Adjustments to the net deferred income tax asset did impact 1997's income tax 
benefit and effective income tax rate.


Net Income
----------
The Company reported a net loss of $136,000 in the first quarter of 1997.  In 
the first quarter of 1996, the Company incurred a net loss of $449,000.  The 
improvement of $313,000 can be attributed to lower operating costs and 
interest expense for the Company.  These lower costs helped offset a decrease 
of $1,731,000 in net sales.








                                      10
<PAGE>
                              B.B. WALKER COMPANY
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
                      AND FINANCIAL CONDITION, Continued


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Historically, the Company has funded substantially all of its working capital 
and capital expenditure requirements through borrowings under its finance 
agreement and other indebtedness.  The revolving finance agreement provides 
flexibility to the Company as the availability of funds fluctuates with the 
seasonal needs of the Company.  Generally, the Company's working capital needs 
are highest in the fourth fiscal quarter and lowest in the first fiscal 
quarter.  The Company continues to rely on the revolving finance agreement to 
provide working capital for its day-to-day operations.  With its revolving 
finance agreement, the Company finances its accounts receivable and 
inventories, paying interest at a variable rate (prime plus 1.75%, or 10%, at 
February 1, 1997).

By agreement of the Company's bank, certain restrictive covenants under the 
revolving finance agreement have been amended for the period ended November 2, 
1996 and thereafter.  The Company and its bank entered into a fourth amendment 
to its finance agreement on March 14, 1997.  Under the terms of the amendment, 
which addresses the Company's projections and plans for fiscal 1997, the 
amount committed under the revolving credit agreement is reduced from 
$13,000,000 to $8,000,000 as of the date of the agreement.  The inventory 
sublimit will be reduced to $4,000,000 and the advance rate against eligible 
accounts receivable will be dropped to 80% from 85%.

As a condition to providing the financing, the bank requires that the Company 
meet various restrictive covenants.  These covenants include, among other 
things, maintenance of certain financial ratios, limits on capital 
expenditures, minimum net worth and net income requirements and restrictions 
on the amount of borrowings from stockholders.

All borrowings under the agreement are secured by all accounts receivable, 
inventories, machinery and equipment of the Company.  In addition, the bank 
has a first lien on the Asheboro land and facilities and a subordinated lien 
on the Somerset facilities.

The Company had approximately $405,000 of unused availability under the 
agreement at February 1, 1997.  The Company believes that its revolving 
finance agreement, as amended, will provide the necessary liquidity to fund 
its current level of operations.

The Company has not made any outlays for capital equipment during the first 
quarter of 1997.  Capital expenditures for the first three months of 1996 were 
$5,000.  The Company is making capital expenditures only to maintain current 
levels of operations because of capital constraints.







                                      11
<PAGE>
                              B.B. WALKER COMPANY
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
                      AND FINANCIAL CONDITION, Continued

FINANCIAL CONDITION
-------------------

Accounts Receivable
-------------------
Accounts receivable were $8,060,000 at February 1, 1997 compared to 
$10,808,000 at November 2, 1996, a decrease of $2,748,000.  Trade receivables 
are historically at their highest point at the end of the fourth quarter 
because of the heavy sales volume related to Christmas buying by retailers.  
Second, certain dating programs offered by the Company ended in the first 
quarter of 1997, resulting in collection of a significant amount of 
outstanding receivables.

Inventories
-----------
Inventories were $10,800,000 at February 1, 1997, an decrease of $1,711,000 
from the inventories held at November 2, 1996 of $12,511,000.  Of the 
decrease, approximately $355,000 is finished goods, $68,000 is work in 
process, and $1,288,000 is raw materials.  The Company has experienced a 
decline in the demand for its footwear during the past two years.  In response 
to this decrease, management repositioned its product offerings at the end of 
the fourth quarter of fiscal 1996.  Accordingly, the investment in inventory 
has been decreased as fewer styles are now being carried in finished goods.  
Also, with fewer styles in the product lines, raw material inventories include 
fewer varieties of components of footwear.

Borrowings Under Finance Agreement
----------------------------------
The balance outstanding under the finance agreement was $8,378,000 at February 
1, 1997 compared to $11,464,000 at November 2, 1996.  The decrease can be 
attributed to the cash applied against the outstanding balance from 
collections of accounts receivable which were down $2,748,000 in the first 
quarter of 1997 and better management of inventories.

Forward-Looking Statements
--------------------------
The foregoing discussion contains some forward-looking statements about the 
Company's financial condition and results of operations, which are subject to 
certain risks and uncertainties that could cause actual results to differ 
materially from those reflected in the forward-looking statements.  Readers 
are cautioned not to place undue reliance on these forward-looking statements, 
which reflect management's judgment only as of the date hereof.  The Company 
undertakes no obligation to publicly revise these forward-looking statements 
to reflect events and circumstances that arise after the date hereof.

Factors that might cause actual results to differ materially from these 
forward-looking statements include (1) the effects of general economic 
conditions, (2) the impact of competitive products and pricing in the footwear 
industry, (3) failure to achieve anticipated sales results, (4) management's 
ability to accurately predict the effect of cost reductions, and (5) 
management's ability to accurately predict the adequacy of the Company's 
financing arrangement to meet its working capital and capital expenditure 
requirements.
                                      12
<PAGE>


PART II.  OTHER INFORMATION
---------------------------

Item 6.  Exhibits and Reports on Form 8-K

  (a)  Exhibits Filed:

       (4)(c)(8)  Fourth Amendment to the Credit Agreement dated March 11, 
                  1997 between B.B. Walker Company and Mellon Bank, N.A.

       (27)       Financial Data Schedule for the period ended February 1, 
                  1997

  (b)  Reports on Form 8-K:

       NONE


                                  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 thereunto duly authorized.

                                        B.B. Walker Company


     Date  March 18, 1997               KENT T. ANDERSON
                                        ---------------------------------
                                        Kent T. Anderson
                                        Chairman of the Board, Chief 
                                        Executive Officer and President

     Date  March 18, 1997               WILLIAM C. MASSIE
                                        ---------------------------------
                                        William C. Massie
                                        Executive Vice President

















                                      13
<PAGE>