<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 3, 1996 
 
 
                          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 4, 1996, 1,726,535 shares of the Registrant's voting common stock 
with a par value of $1.00 per share were outstanding. 
 
 
 
 
 
 
<PAGE>
                              B.B. WALKER COMPANY
                          CONSOLIDATED BALANCE SHEETS
                                (In thousands)
<TABLE>
<CAPTION>
                                                (Unaudited)
                                                February 3,       October 28, 
               Assets                              1996              1995
               ------                           -----------       ----------- 
<S>                                             <C>               <C> 
Cash                                            $        1        $        1  
Accounts receivable, less allowance 
  for doubtful accounts of $628 in 
  1996 and $521 in 1995                             10,223            13,467 
Inventories                                         14,640            15,828 
Prepaid expenses                                       379               311 
Income tax recovery receivable                         832               613 
Deferred income tax benefit, current                   678               678 
                                                   -------           ------- 
    Total current assets                            26,753            30,898 

Property, plant and equipment, net of 
  accumulated depreciation and amortization 
  of $5,574 in 1996 and $5,412 in 1995               2,811             2,968 
Deferred income tax benefit, long-term                  92                92 
Other assets                                           394               419 
                                                   -------           ------- 
                                                $   30,050        $   34,377 
                                                   =======           ======= 

</TABLE>























                                       1
                                                                  (Continued)
<PAGE> 
                              B.B. WALKER COMPANY 
                    CONSOLIDATED BALANCE SHEETS, Continued 
                                (In thousands) 
<TABLE>
<CAPTION>
                                                (Unaudited)
                                                February 3,       October 28, 
  Liabilities and Shareholders' Equity             1996              1995
  ------------------------------------          -----------       ----------- 
<S>                                             <C>               <C> 
Borrowings under finance agreement              $   11,012        $   14,012 
Current portion of long-term obligations             1,013             1,088 
Accounts payable, trade                              4,410             5,210 
Accrued salaries, wages and bonuses                    303               591 
Other accounts payable and accrued liabilities       1,083               632 
                                                   -------           ------- 
    Total current liabilities                       17,821            21,533 
                                                   -------           ------- 

Long-term obligations                                4,088             4,257 
Minority interests in consolidated subsidiary           34                34 

Shareholders' equity:
  7% cumulative preferred stock, $100 par value,
    1,150 shares authorized, 828 shares issued
    and outstanding in 1996 and 1995                    83                83 
  Common stock, $1 par value, 6,000,000 shares
    authorized, 1,726,535 shares issued and
    outstanding in 1996 and 1995                     1,727             1,727 
  Capital in excess of par value                     2,724             2,724 
  Retained earnings                                  3,708             4,158 
  Shareholders' loans                                 (135)             (139)
                                                   -------           -------
    Total shareholders' equity                       8,107             8,553 
                                                   -------           ------- 
  Commitments and contingencies

                                                $   30,050        $   34,377 
                                                   =======           ======= 
 
</TABLE>
 
 
 
 
 
 
 
 
 
 
The accompanying notes to consolidated financial statements are an integral 
part of these financial statements.


                                       2
<PAGE> 
                              B.B. WALKER COMPANY
                        CONSOLIDATED INCOME STATEMENTS
                     (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                            (Unaudited) 
                                                           First Quarter 
                                                               Ended 
                                                     ------------------------ 
                                                     February 3,   January 28,
                                                        1996          1995
                                                     -----------   ----------- 
<S>                                                  <C>           <C>
Net sales                                            $   10,020    $   10,446 
Interest and other income                                     6            22 
                                                        -------       ------- 
  Total revenues                                         10,026        10,468 
                                                        -------       ------- 

Cost of products sold                                     7,578         7,719 
Selling and administrative expenses                       2,513         2,795 
Depreciation and amortization                               162           165 
Interest expense                                            440           372 
                                                        -------       ------- 
  Total costs and expenses                               10,693        11,051 
                                                        -------       ------- 
Loss before income taxes and
  minority interest                                        (667)         (583)
Benefit from income taxes                                  (219)         (215)
Minority interest                                             1             1 
                                                        -------       ------- 
  Net loss                                                 (449)         (369)

Retained earnings, beginning of quarter                   4,158         5,408 
Dividends on common stock                                  -             -    
Dividends on preferred stock                                 (1)           (1)
                                                        -------       ------- 
Retained earnings, end of quarter                    $    3,708    $    5,038 
                                                        =======       ======= 

Net loss per share:
  Primary                                            $     (.26)   $     (.21)
                                                        =======       ======= 
  Fully diluted                                      $     (.26)   $     (.21)
                                                        =======       =======
Weighted average common shares outstanding:
  Primary                                                 1,728         1,768 
                                                        =======       ======= 
  Fully diluted                                           1,728         1,768 
                                                        =======       ======= 
</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 3,   January 28,
                                                        1996          1995
                                                     -----------   ----------- 
<S>                                                  <C>           <C>
Cash Flows From Operating Activities:
  Net loss                                           $     (449)   $     (369) 
  Adjustments to reconcile net loss to net 
   cash provided by operating activities:
    Depreciation and amortization                           162           165 
    Deferred income taxes                                   -               1 
    (Increase) decrease in:
     Accounts receivable, net                             3,244         3,169 
     Inventories                                          1,188          (875)
     Prepaid expenses                                       (68)           29 
     Other assets                                            25             2 
    Increase (decrease) in:
     Accounts payable, trade                               (800)          112 
     Accrued salaries, wages and bonuses                   (288)           (4)
     Other accounts payable and accrued liabilities         451            14 
     Income taxes payable                                  (219)         (218)
                                                        -------       ------- 
  Net cash provided by operating activities               3,246         2,026 
                                                        -------       ------- 
Cash Flows From Investing Activities:
  Capital expenditures                                       (5)          (14)
  Proceeds from disposal of property, 
    plant and equipment                                    -             -    
                                                        -------       ------- 
  Net cash used for  investing activities                    (5)          (14)
                                                        -------       ------- 
Cash Flows From Financing Activities:
  Net borrowing under finance agreement                  (3,000)       (2,109)
  Proceeds from issuance of long-term obligations          -              161 
  Payment on long-term obligations                         (244)          (56)
  Repurchase of common stock                               -               (1)
  Loans to shareholders, net of repayments                    4            (6)
  Dividends paid on 7% cumulative preferred stock            (1)           (1)
                                                        -------       ------- 
  Net cash used for financing activities                 (3,241)       (2,012)
                                                        -------       ------- 
Net change in cash                                         -             -   
Cash at beginning of quarter                                  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 
------ 
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 2, 1996 will include fifty-three weeks of operations as 
compared to fifty-two weeks in 1995.  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.  The comparative first quarter results for the 
period ended January 28, 1995 reflect thirteen weeks of operations for the 
Company.
 
 
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.
 
 
Note 3 
------ 
Long-term obligations consist of the following amounts (in thousands):

                                               (Unaudited)
                                               February 3,       October 28, 
                                                  1996              1995 
                                               -----------       ----------- 
Notes payable to banks                         $    3,019        $    3,165 
Notes payable to governmental authorities             690               704 
Promissory notes payable to shareholders            1,187             1,233 
Capital lease obligations                             205               243 
                                                  -------           ------- 
                                                    5,101             5,345 
Less portion payable within one year                1,013             1,088 
                                                  -------           ------- 
                                               $    4,088        $    4,257 
                                                  =======           ======= 
 
                                       5
<PAGE> 
                              B.B. WALKER COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
 
 
Note 4 
------ 
Inventories are composed of the following amounts (in thousands):

                                               (Unaudited)
                                               February 3,       October 28, 
                                                  1996              1995 
                                               -----------       ----------- 

     Finished goods                            $    9,174        $    9,574 
     Work in process                                  599               807 
     Raw materials and supplies                     4,867             5,447 
                                                  -------           ------- 
                                               $   14,640        $   15,828 
                                                  =======           ======= 



































                                       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 3, 1996 and January 28, 1995:

                                                        Three 
                                                    Months Ended 
                                              ------------------------- 
                                              February 3,   January 28, 
                                                 1996          1995 
                                              -----------   ----------- 
      Net sales                                   100.0%        100.0% 
      Cost of products sold                        75.6%         73.9% 
                                                 -------       ------- 
        Gross margin                               24.4%         26.1% 

      Selling and administrative expenses          25.1%         26.7% 
      Depreciation and amortization                 1.6%          1.6% 
      Interest expense                              4.4%          3.6% 
      Interest and other income                      -            (.2%)
                                                 -------       ------- 
        Loss before income taxes
          and minority interest                    (6.7%)        (5.6%)

      Benefit from income taxes                    (2.2%)        (2.1%)
      Minority interest                              -             -    
                                                 -------       ------- 
        Net loss                                   (4.5%)        (3.5%)
                                                 =======       ======= 


Net Sales
---------
Net sales for the first quarter of 1996 were $10,020,000 which was 4.1% lower 
than net sales of $10,446,000 in the first quarter of 1995.  Sales in the 
first quarter of 1996 have been impacted by a weak Christmas selling season 
for retailers.  Retailers carrying overstocked inventories are having to work 
levels down to manageable levels before placing large orders.  Also, strong 
winter weather has disrupted retailers operations by forcing store closings 
and delaying shipments.  For comparative purposes, the results for the first 
quarter ended February 3, 1996 include fourteen weeks of operations for the 
Company.  The first quarter results for the period ended January 28, 1995 
reflect thirteen weeks of operations for the Company.







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

Net Sales, Continued
--------------------
Sales of branded footwear in the Work/Outdoor Division were down 30% in 1996 
over the first quarter of 1995.  Domestic sales in the Work/Outdoor Division 
fell 27% from the prior year.  This division benefited from strong demand for 
outdoor footwear in early 1995.  This demand appears to have fallen off in the 
first quarter of 1996.  Pairs shipped for domestic sales were down 29% in the 
first quarter while price per pair was up slightly.  Export sales in this 
division dropped 43% from the first quarter results of a year ago.  Orders 
from the Company's foreign customer base have been slower than in the past.  
Pairs exported were down 37% from 1995's first quarter shipments.

Sales to private label customers of the Work/Outdoor Division improved 26% 
over the results for 1995.  This was a combination of a 22% increase in pairs 
shipped and a slight increase in the price per pair.  The Company has given 
priority to pursuing new opportunities in this line of business.

Other sales in this division, which consists primarily of sales from the 
Company's retail outlets and sales to institutional customers remained 
relatively flat when compared to the prior year.

Branded footwear sales in the Western Boot Division remained relatively flat.  
Sales in this division increased 1% for the first quarter when compared to 
1995.  During 1995, retailers reduced inventories to manageable levels which 
has helped their operations.  However, a weak Christmas selling season hurt 
demand for the Company's products.  The Company has also been more aggressive 
in marketing its footwear in order to gain additional shelf space.  This has 
led to more pressure on pricing of its product.  For the first quarter, pairs 
shipped were up 10%, however, the average price per pair fell 4%.

Private label sales in the Western Division were up 268% in the first quarter 
of 1996 when compared to the first quarter of 1995.  Larger shipments to 
existing customers made up the largest part of this growth.  However, since 
this division only comprises 3% of the Company's net sales, its impact on 
operations has been minimal.


Gross Margin
------------
The Company's gross margin fell to 24.4% for the first three months of 1996 
from 26.1% for the first three months of 1995.  The gross margin was impacted 
by discounting programs in the branded divisions.  Significant competition has 
led to aggressive pricing and dating terms in order to induce orders and 
increase market share.  In addition, manufacturing variances, primarily from 
fixed expenses, have had an unfavorable impact on the gross margin.  For 1996, 
pairs produced in the Company's plants has been 14% lower than 1995.  Because 
of reduced demand for footwear, the Company has reduced operating schedules in 
its plants in order to avoid a large buildup of finished goods inventory.



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

Selling and Administrative Expenses
-----------------------------------
Selling and administrative expenses were $2,513,000 for the first quarter of 
1996 as compared to $2,795,000 for the first quarter of 1995, a decrease of 
10%.  Expenses in most areas were lower in 1996 than in 1995.  The Company 
continues to analyze its expenses and identify reductions of operating 
expenses in 1996 in order to match its cost structure with the current level 
of operations.  Many of the reductions were implemented during the latter part 
of 1995 and are reflected in a comparison of the first quarter of 1996 to the 
first quarter of 1995.  Salary and benefits were down approximately $91,000 
from 1995.  Several personnel positions, which are vacant, have not been 
replaced and their work has been redistributed.  Computer costs for the first 
quarter are down $19,000.  The Company has postponed some computer-related 
projects in 1996 in order to reduce expenses.  Travel and showroom expenses 
have fallen $41,000 from 1995 levels as the Company is more selective about 
where expenses for travel are used.  Finally, health care costs are down 
$29,000 in the first quarter of 1996, primarily because the Company's claims 
experience has slowly been improving.  Claims were higher than usual in 1994 
and 1995 and appear to be returning to more normal levels.


Interest Expense
----------------
Interest expense for the three months ended February 3, 1996 was $440,000, or 
$68,000 higher than interest expense of $372,000 for the three months ended 
January 28, 1995.  The increase for the three month period can be attributed 
to the higher average balances on outstanding debt and higher average interest 
rates than in the comparable periods of a year ago.  Average outstanding 
advances under the revolving finance agreement were approximately $775,000 
higher in the first quarter of 1996 than in 1995.  Interest rates for this 
agreement ranged from 9% to 9.25% in 1996 and from 8.25% to 9% in 1995.  

Average outstanding amounts for long-term debt were approximately $1,000,000 
higher in 1996 than 1995.  The Company financed the acquisition of a larger 
facility in Somerset, PA with $960,000 in financing from two agencies of the 
Commonwealth of Pennsylvania and a bank note.  The financing from the 
governmental agencies amounted to $720,000 and accrues interest at a rate of 
2%.  The bank note was for $240,000 and bears interest at the bank's prime 
rate plus .75% (9.25% at February 3, 1996).  In addition, as part of a new 
financing agreement with a bank signed on August 15, 1995, the Company 
replaced the existing mortgage note payable which amounted to $2,060,000 and 
carried interest at the bank's prime rate plus .75% with a cap of 7.75% (7.75% 
at date of closing) with a $3,000,000 term loan bearing interest at the new 
bank's prime rate plus .5% (9.0% at February 3, 1996).


Depreciation and Amortization
-----------------------------
Depreciation and amortization remained flat, decreasing only $3,000 to 
$162,000 in 1996 from $165,000 in 1995 for the first three months of the year.  
The Company made minimal capital expenditures during 1995 and the first 
quarter of 1996 resulting in a small change in depreciation expense.

                                       9
<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 ended February 3, 1996, the Company recorded a benefit 
from income taxes of $219,000.  For the comparable period in 1995, the Company 
had a benefit from income taxes of $215,000.  Income tax rates applied to the 
loss before income taxes were consistent between 1996 and 1995.


Net Income
----------
The Company reported net losses of $449,000 and $369,000 in the first quarter 
of 1996 and 1995, respectively.  Lower net sales in 1996 than in 1995 have 
been the primary factor for the increase in the loss.  In addition, weaker 
margins and higher interest expense have contributed to the increase in the 
net loss for 1996 when compared to 1995.  This has been partially offset by 
the Company's efforts to reduce expenses and postpone outlays for other 
improvements.



LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company continues to rely on the revolving finance agreement with a bank 
to provide its daily working capital requirements.  On August 15, 1995, the 
Company entered into a new financing agreement.  The agreement provided a 
$20,000,000 revolving credit facility, which replaced its existing revolving 
credit facility.  The amount available to be drawn is determined by a formula 
based on certain percentages of eligible accounts receivable and inventories.  
In addition, the new agreement provided a $3,000,000 term loan that was used
to repay the existing mortgage note payable to a bank.  Per the terms of the
note, the Company will pay eighty-four monthly installments of principal and
interest ranging from $36,000 to $59,000.

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.

By agreement of the Company's bank, certain restrictive covenants under the 
revolving finance agreement have been amended for the period ended October 28, 
1995 and thereafter.  As part of the amendment, the line of credit based on 
eligible accounts receivable and inventories was reduced from $20,000,000 to 
$16,000,000. Advances up to the maximum amount of the line of credit continue
to be available against eligible accounts receivable. The seasonal adjustment
for inventories was amended from a range of $6,500,000 to $9,000,000 to a 
range of $7,000,000 to $8,000,000.  Upon final approval of the amendment, the
interest rate under the revolving finance agreement will be raised from prime 
plus .5% (9.0% at February 3, 1996) to prime plus 1.0%.  The Company is 
currently negotiating the terms of an agreement that will formalize this 
amendment and may provide for certain additional amendments to the revolving 
finance agreement.


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

LIQUIDITY AND CAPITAL RESOURCES, Continued
------------------------------------------
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 $80,000 of unused availability under the 
agreement at February 3, 1996.  The Company believes that its revolving 
finance agreement, as amended, will provide the necessary liquidity to fund 
its current level of operations.

The level of capital expenditures in 1996 continues to be minimal due to
capital constraints.  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.


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

Accounts Receivable
-------------------
Accounts receivable were $10,223,000 at February 3, 1996 compared to 
$13,467,000 at October 28, 1995, a decrease of $3,244,000.  Trade receivables 
have historically been 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 1996, resulting in collection of a significant amount of 
outstanding receivables.

Inventories
-----------
Inventories were $14,640,000 at February 3, 1996, an decrease of $1,188,000 
from the inventories held at October 28, 1995 of $15,828,000.  Of the 
decrease, approximately $400,000 is finished goods, $208,000 is work in 
process, and $580,000 in raw materials.  Because of weak demand for footwear, 
the Company reduced operating schedules in its two plants to avoid a buildup 
of finished goods.  Fewer raw materials have been procured and production of 
finished goods is off from prior periods.






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

FINANCIAL CONDITION, Continued
------------------------------
Borrowings Under Finance Agreement
----------------------------------
The balance outstanding under the finance agreement was $11,012,000 at 
February 3, 1996 compared to $14,012,000 at October 28, 1995.  The decrease 
can be attributed to the cash applied against the outstanding balance from 
collections of accounts receivable which were down $3,244,000 in the first 
quarter of 1996.


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

Item 6.  Exhibits and Reports on Form 8-K

  (a)  Exhibits Filed:

       (4)(c)(4)  Letter from Mellon Bank outlining modifications to financial 
                  covenants and other changes to the structure of the credit 
                  facility to be included in the first amendment to the credit 
                  agreement.

  (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 19, 1996               KENT T. ANDERSON
                                        ---------------------------------
                                        Kent T. Anderson
                                        Chairman of the Board, Chief 
                                        Executive Officer and President

     Date  March 19, 1996               WILLIAM C. MASSIE
                                        ---------------------------------
                                        William C. Massie
                                        Executive Vice President



                                      12