<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 JANUARY 31, 1998 
 
 
                          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:        (336) 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 13, 1998, 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)
 
 
                                                (Unaudited)
                                                January 31,       November 1, 
               Assets                              1998              1997
               ------                           -----------       ----------- 
 
Cash                                            $        1        $        1  
Accounts receivable, less allowance 
  for doubtful accounts of $540 in 
  1998 and $503 in 1997                              7,536             9,084 
Inventories                                          9,157             9,533 
Prepaid expenses                                       233               413 
Deferred income tax benefit, current                   237               237 
                                                   -------           ------- 
    Total current assets                            17,164            19,268 

Property, plant and equipment, net of 
  accumulated depreciation and amortization 
  of $6,330 in 1998 and $6,256 in 1997               1,787             1,750 
Other assets                                           159               156 
                                                   -------           ------- 
                                                $   19,110        $   21,174 
                                                   =======           ======= 




























                                       1
                                                                  (Continued)
<PAGE> 
                              B.B. WALKER COMPANY 
                    CONSOLIDATED BALANCE SHEETS, Continued 
                                (In thousands) 
 
 
                                                (Unaudited)
                                                January 31,       November 1, 
  Liabilities and Shareholders' Equity             1998              1997
  ------------------------------------          -----------       ----------- 
 
Borrowings under finance agreement              $    6,395        $    7,364 
Accounts payable, trade                              3,105             3,937 
Accrued salaries, wages and bonuses                    250               468 
Other accounts payable and accrued liabilities         746               489 
Current portion of long-term obligations             1,009             1,087 
Income taxes payable                                    23                23 
                                                   -------           ------- 
    Total current liabilities                       11,528            13,368 
                                                   -------           ------- 

Long-term obligations                                3,170             3,216 
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 1998 and 1997                    83                83 
  Common stock, $1 par value, 6,000,000 shares
    authorized, 1,726,534 shares issued and
    outstanding in 1998 and 1997                     1,727             1,727 
  Capital in excess of par value                     2,724             2,724 
  Retained earnings (deficit)                          (53)              129 
  Shareholders' loans                                 (102)             (106)
                                                   -------           ------- 
    Total shareholders' equity                       4,379             4,557 
                                                   -------           ------- 
                                                $   19,110        $   21,174 
                                                   =======           ======= 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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)
 
                                                            (Unaudited) 
                                                           First Quarter 
                                                               Ended 
                                                     ------------------------ 
                                                     January 31,   February 1,
                                                        1998          1997
                                                     -----------   ----------- 

Net sales                                            $    7,732    $    8,289 
Interest and other income                                   131            32 
                                                        -------       ------- 
  Total revenues                                          7,863         8,321 
                                                        -------       ------- 

Cost of products sold                                     5,792         6,181 
Selling and administrative expenses                       1,901         1,880 
Depreciation and amortization                                74           125 
Interest expense                                            276           360 
                                                        -------       ------- 
  Total costs and expenses                                8,043         8,546 
                                                        -------       ------- 
Loss before income taxes and
  minority interest                                        (180)         (225)
Benefit from income taxes                                   -             (90)
Minority interest                                             1             1 
                                                        -------       ------- 
  Net loss                                                 (181)         (136)

Retained earnings, beginning of quarter                     129           111 
Dividends on preferred stock                                 (1)           (1)
                                                        -------       ------- 
Retained earnings, end of quarter                    $      (53)   $      (26)
                                                        =======       ======= 

Net loss per share:
  Basic                                              $     (.11)   $     (.08)
                                                        =======       ======= 
  Diluted                                            $     (.10)   $     (.08)
                                                        =======       =======
Weighted average common shares outstanding:
  Basic                                                   1,727         1,727 
                                                        =======       ======= 
  Diluted                                                 1,738         1,728 
                                                        =======       ======= 
 
 
 
 
 
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)
                                                            (Unaudited) 
                                                           First Quarter 
                                                               Ended 
                                                     ------------------------ 
                                                     January 31,   February 1,
                                                        1998          1997
                                                     -----------   ----------- 
Cash Flows From Operating Activities:
  Net loss                                           $     (181)   $     (136) 
  Adjustments to reconcile net loss to net 
   cash provided by operating activities:
    Depreciation and amortization                            74           125 
    Gain on sale of fixed assets                            -             (17)
    Deferred income taxes                                   -             (30)
    (Increase) decrease in:
     Accounts receivable, net                             1,548         2,748 
     Inventories                                            376         1,711 
     Prepaid expenses                                       180           110 
     Other assets                                            (3)           15 
    Increase (decrease) in:
     Accounts payable, trade                               (832)         (956)
     Accrued salaries, wages and bonuses                   (218)         (349)
     Other accounts payable and accrued liabilities         257            93 
     Income taxes payable                                   -             (60)
                                                        -------       ------- 
  Net cash provided by operating activities               1,201         3,254 
                                                        -------       ------- 

Cash Flows From Investing Activities:
  Capital expenditures                                     (111)          -   
  Proceeds from disposal of property, 
    plant and equipment                                     -              17 
                                                        -------       ------- 
  Net cash provided by (used for) 
    investing activities                                   (111)           17 
                                                        -------       ------- 
Cash Flows From Financing Activities:
  Net borrowing under finance agreement                    (969)       (3,086)
  Proceeds from issuance of long-term obligations            11             6 
  Payment on long-term obligations                         (135)         (194)
  Loans to shareholders, net of repayments                    4             4 
  Dividends paid on 7% cumulative preferred stock            (1)           (1)
                                                        -------       ------- 
  Net cash used for financing activities                 (1,090)       (3,271)
                                                        -------       ------- 
 
Net change in cash                                         -             -   
Cash at beginning of year                                     1             1 
                                                        -------       ------- 
Cash at end of quarter                               $        1    $        1 
                                                        =======       ======= 

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 9 of its 1997 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 results for the 
first quarters ended January 31, 1998 and February 1, 1997 each include 
thirteen weeks of operations.
 
 
Note 2 
------ 
The Company has adopted the provisions of the Statement of Financial Accounting 
Standards No. 128, Earnings Per Share (SFAS No. 128) effective January 31, 
1998.  SFAS No. 128 requires the presentation of basic and diluted earnings per 
share.  Basic EPS is computed by dividing income available to common 
shareholders by the weighted average number of common shares outstanding during 
the period.  Diluted earnings per share is computed giving effect to all 
dilutive potential common shares that were outstanding during the period.  
Dilutive potential common shares consist of the incremental common shares 
issuable upon exercise of stock options.  All prior period earnings per share 
amounts have been restated to comply with SFAS No. 128.




                                       5
<PAGE>
                              B.B. WALKER COMPANY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

In accordance with the disclosure requirements of SFAS No. 128, a 
reconciliation of the numerator and denominator of basic and diluted earnings 
is provided as follows (amounts in thousands, except share amounts):
<TABLE>
<CAPTION>
                               January 31, 1998                February 1, 1997
                         Income         Shares      Per Share    Income         Shares      Per Share
                       (Numerator)   (Denominator)   Amount    (Numerator)   (Denominator)   Amount
                       -----------   -------------  ---------  -----------   -------------  ---------
<S>                    <C>           <C>            <C>        <C>           <C>            <C>
Net loss               $      (181)                            $      (136)
Less: Dividends on
      preferred stock           (1)                                     (1)
                         ---------                               --------- 
BASIC EPS
Net loss attributable
      to common
      shareholders            (182)      1,726,534   $  (.11)         (137)      1,726,534   $  (.08)

Effect of Dilutive
      Securities                            11,912                                   1,325 
                         ---------    ------------    ------     ---------    ------------    ------
DILUTED EPS
Net loss attributable
      to common
      shareholders     $      (182)      1,738,446   $  (.10)  $      (137)      1,727,859   $  (.08)
                         =========    ============    ======     =========    ============    ====== 
</TABLE>







 
                                       6
<PAGE>
                              B.B. WALKER COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
 
 
Note 3 
------ 
Long-term obligations consist of the following amounts (in thousands):

                                               (Unaudited)
                                               January 31,       November 1, 
                                                  1998              1997 
                                               -----------       ----------- 
Notes payable to banks                         $    2,391        $    2,502 
Notes payable to governmental authorities             600               610 
Promissory notes payable to shareholders            1,188             1,182 
Capital lease obligations                             -                   9 
                                                  -------           ------- 
                                                    4,179             4,303 
Less portion payable within one year                1,009             1,087 
                                                  -------           ------- 
                                               $    3,170        $    3,216 
                                                  =======           ======= 
 
 
Note 4 
------ 
Inventories are composed of the following amounts (in thousands):

                                               (Unaudited)
                                               January 31,       November 1, 
                                                  1998              1997 
                                               -----------       ----------- 

     Finished goods                            $    5,308        $    4,883 
     Work in process                                  603               884 
     Raw materials and supplies                     3,246             3,766 
                                                  -------           ------- 
                                               $    9,157        $    9,533 
                                                  =======           ======= 

















                                       7
<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 quarters ended January 31, 1998 and February 1, 1997:

                                                        Three 
                                                    Months Ended 
                                              ------------------------- 
                                              January 31,   February 1, 
                                                 1998          1997 
                                              -----------   ----------- 
      Net sales                                   100.0%        100.0% 
      Cost of products sold                        74.9%         74.6% 
                                                 -------       ------- 
        Gross margin                               25.1%         25.4% 

      Selling and administrative expenses          24.6%         22.7% 
      Depreciation and amortization                 1.0%          1.5% 
      Interest expense                              3.5%          4.3% 
      Interest and other income                    (1.7%)         (.4%)
                                                 -------       ------- 
        Loss before income taxes
          and minority interest                    (2.3%)        (2.7%)

      Benefit from income taxes                      -           (1.1%)
      Minority interest                              -             -    
                                                 -------       ------- 
        Net loss                                   (2.3%)        (1.6%)
                                                 =======       ======= 


Net Sales
---------
Net sales for the first quarter of 1998 were $7,732,000, or 6.7% lower than net 
sales of $8,289,000 in the first quarter of 1997.  The Company's sales include 
sales of footwear manufactured and wholesaled by the Company and sales from the 
Company's retail outlets.  Footwear manufactured and wholesaled by the Company, 
which includes branded, private label and institutional sales, comprised 92.6% 
of net sales in the first quarter of 1998 and 91.8% of net sales in the first 
quarter of 1997.  The remaining 7.4% and 8.2% of net sales in 1998 and 1997, 
respectively, were sales from the Company's retail outlets.  










                                      8
<PAGE>
                              B.B. WALKER COMPANY
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 
                      AND FINANCIAL CONDITION, Continued


The decrease in net sales can be attributed to two factors.  First, the Company 
repositioned its product lines in the first quarter of 1997 by evaluating all 
styles in its branded lines and eliminating many underperforming styles.  The 
majority of the styles dropped from the branded lines were outdoor styles.  In 
line with the Company's new approach, many of these styles were not replaced as 
the Company elected to focus on western boots and work boots.  The Company 
spent the first quarter of 1997 closing these styles out of the line and, 
accordingly, no comparable sales were made in the first quarter of 1998.  
Second, the Company's western branded business continues to be impacted by a 
weak western retail sector.  Historically, western footwear has proven to be a 
cyclical business.  Demand reached a peak in 1993 and 1994 but has declined 
during the past three years.  With the repositioning of its product lines, the 
Company's sales are more dependent on its western branded business.  

Sales of the Company's branded footwear in the first quarter of 1998 were down 
$751,000, or 15.2%, from 1997's first quarter because of the reasons discussed 
above.  Branded pairs shipped were down 19.1% in the first quarter while price 
per pair was up 7.9%.  The improvement in price per pair can be attributed to 
product mix.  More of the Company's branded net sales are coming from its 
western styles that carry a higher price per pair than its work or outdoor 
styles.  In addition, during the first quarter of 1997, the Company closed out 
many styles at low prices.

Private label sales in the first quarter were up $299,000, or 13.8%, from the 
prior year.  The increase can be attributed to stronger work and outdoor 
private label business.  Much of this business is dependent on the timing of 
orders for several large customers.  Pairs shipped were up 14.5% while the 
price per pair remained fairly unchanged.

Other sales, which consist primarily of sales from the Company's retail outlets 
and sales to institutional customers, decreased $106,000, or 9.0%, from the 
prior year.  The Company closed its retail outlet in Myrtle Beach, SC at the 
end of the 1997 first quarter.  In addition, same store sales for the remaining 
two retail stores were down approximately 6.6%.  Sales to institutional 
customers were relatively the same as the prior year.














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


Gross Margin
------------
The Company's gross margin as a percentage of sales was 25.1% for the first 
three months of 1998 and 25.4% for the first three months of 1997.  The 
Company's gross margins showed a slight decrease from the prior year primarily 
because of the sources from which net sales were derived.  For the first 
quarter of 1998, 54.3% of net sales came from branded sales and 31.9% came from 
private label sales.  For the comparable period in 1997, 59.8% of net sales 
were branded sales and 26.1% were private label sales.  Since private label 
sales carry lower margins, an overall decrease was experienced.  This was 
partially offset by better operating results from our manufacturing divisions.  
The Company's gross margin percentage continues to be impacted by competitive 
pressure at the retail level that requires that the Company remain competitive 
in the pricing and terms offered.


Selling and Administrative Expenses
-----------------------------------
Selling and administrative expenses were $1,901,000 for the first quarter of 
1998 as compared to $1,880,000 for the first quarter of 1997, an increase of 
$21,000, or 1.1%.  Expenses in all categories were comparable with the prior 
year.  Management continues to place emphasis on controlling costs and 
improving operations in the selling and administrative areas.  Many reductions 
in expenses were realized in the prior year as the Company restructured its 
sales force and implemented other operational changes in the first quarter.


Interest Expense
----------------
Interest expense in the first quarter of 1998 was $276,000, or $84,000 lower 
than interest expense of $360,000 for the first quarter of 1997.  The decrease 
for the three month period can be attributed to the lower average balance on 
outstanding debt.  Average outstanding advances under the revolving finance 
agreement were approximately $3,000,000 lower in the first quarter of 1998 than 
in 1997.  Interest and other fees incurred for this agreement were 
approximately the same rate for each year.  Other long-term debt carried lower 
balances in 1998 when compared to 1997 as the Company continues to amortize the 
debt according to each issue's respective terms.  No new material debt was 
added during the first quarter.


Depreciation and Amortization
-----------------------------
Depreciation and amortization in the first quarter of 1998 was $74,000, or 
$51,000 less than 1997 expenses of $125,000.  With minimal amounts invested in 
fixed assets in recent years, depreciation charges on fixed assets that are 
becoming fully depreciated are not being replaced, resulting in lower 
depreciation expense.  



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


Benefit From Income Taxes
-------------------------
For the first quarter of 1998, the Company recorded no benefit from income 
taxes as compared to the first quarter ended February 1, 1997 where the Company 
recorded a benefit from income taxes of $90,000.  The Company exhausted all 
potential recoveries of income taxes in 1997 and no more carryback exists.  
Therefore, the Company's net losses before income taxes are being accounted for 
as income tax loss carryforwards.  The Company evaluated the valuation 
allowance reserved against its deferred income tax asset at the end of the 
first quarter and determined that the net deferred income tax asset was 
appropriately recorded at its net realizable value.  


Net Income
----------
The Company reported a net loss of $181,000 in the first quarter of 1998 and 
$136,000 in the first quarter of 1997.  The primary difference was the income 
tax benefit of $90,000 recorded in 1997 and no such benefit being recorded in 
1998.


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. With its revolving finance agreement, the Company finances its 
accounts receivable and inventories, paying interest at a variable rate (prime 
plus 1.75%, or 10.25%, at January 31, 1998).  The Company had outstanding 
advances of $6,395,000 at January 31, 1998 and an additional $1,071,000 
available under the agreement.


During the first quarter of 1998, the Company generated $1,201,000 of cash from 
operations which was used to reduce the advances under the revolving finance 
agreement by $969,000.  The Company continues to rely on the revolving finance 
agreement to provide working capital and management anticipates that the 
revolving finance agreement will continue to provide the necessary liquidity to 
fund its daily operations going forward.







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


Under the Company's financing agreement with the bank, the amount available to 
be drawn is determined by a formula based on certain percentages of eligible 
accounts receivable and inventories.  The credit line available under the 
agreement is currently $8,000,000.  In addition, the sublimit for inventory, 
the maximum advances that can be taken against inventory under the revolving 
credit agreement, is $4,000,000.  The Company must also meet certain 
restrictive financial covenants that were amended effective November 2, 1996 
and for periods thereafter.  The covenants require the satisfaction of certain 
financial tests and the maintenance of certain financial ratios as defined in 
the agreement.  The Company is required to maintain a consolidated current 
ratio of not less than 1.35 to 1, a consolidated debt leverage ratio of not 
more than 3 to 1, a consolidated tangible net worth, as defined in the 
agreement, of not less than $5,600,000 and consolidated working capital of not 
less than $5,250,000.  In addition, at the end of the fiscal year, the Company 
must be at break even or report net income and can not make capital 
expenditures in excess of $150,000 during a fiscal year without the agreement
of the bank.  At January 31, 1998, the Company was in technical default of its
consolidated tangible net worth covenant.  The Company has orally agreed with
the bank to the principal terms of an amendment which addresses its financial
covenants.  Upon signing the amendment, the Company will be in compliance with
all of its financial covenants.

In addition to the revolving credit facility, the financing agreement also 
provided a $3,000,000 term loan that was used to repay an existing mortgage 
note payable to a bank that carried a balance of approximately $2,060,000.  The 
term loan bears interest at the bank's prime rate plus 1.75% (10.25% at January 
31, 1998).

All advances under the revolving credit facility and the term loan 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 made only minimal capital expenditures during the past three years. 
The Company made significant upgrades to its equipment and facilities in 1993 
and 1994.  Because of cash flow considerations and restrictions under the 
finance agreement with a bank, the Company has only been making capital 
expenditures to maintain current levels of operations during the past three 
years.  Funding for capital expenditures other than the building acquisition 
has primarily come from the available balance on the finance agreement.

Net working capital, which consists primarily of accounts receivable and 
inventories less current liabilities, was $5,636,000 at January 31, 1998 and 
$5,900,000 at November 1, 1997.  The ratio of current assets to current 
liabilities increased to 1.49 to 1 at January 31, 1998 compared to 1.44 to 1 at 
November 1, 1997.  




                                      12
<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 $7,536,000 at January 31, 1998 compared to $9,084,000 
at November 1, 1997, a decrease of $1,548,000.  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 
1998, resulting in collection of a significant amount of outstanding 
receivables.


Inventories
-----------
Inventories were $9,157,000 at January 31, 1998, a decrease of $376,000 from 
the inventories held at November 1, 1997 of $9,533,000.  Of the decrease, 
approximately $281,000 is work in process and $520,000 is raw materials.  These 
were offset by an increase of $425,000 in finished goods.  The Company 
continues to focus on improving turns in inventory and improving the efficiency 
of raw material procurement.


Borrowings Under Finance Agreement
----------------------------------
The balance outstanding under the finance agreement was $6,395,000 at January 
31, 1998 compared to $7,364,000 at November 1, 1997.  The decrease can be 
attributed to the cash applied against the outstanding balance from collections 
of accounts receivable which were down $1,548,000 in the first quarter of 1998 
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.
                                      13
<PAGE>


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

Item 6.  Exhibits and Reports on Form 8-K

  (a)  Exhibits Filed:

       (27)       Financial Data Schedule for the first quarter ended January 
                  31, 1998

  (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 17, 1998               KENT T. ANDERSON
                                        ---------------------------------
                                        Kent T. Anderson
                                        Chairman of the Board, Chief 
                                        Executive Officer and President

     Date  March 17, 1998               JOHN R. WHITENER
                                        ---------------------------------
                                        John R. Whitener
                                        Controller

















                                      14
<PAGE>