WALKER B B CO
SC 13G, 2000-02-10
FOOTWEAR, (NO RUBBER)
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                              (Amendment No.  10 )*
                                              --

                              B.B. WALKER COMPANY
                           ------------------------
                               (Name of Issuer)


                  Common Stock, par value of $1.00 per share
                  ------------------------------------------
                        (Title of Class of Securities)


                                 931514 10 3
                                --------------
                                (CUSIP Number)


Check the following box is a fee is being paid with this statement [   ].  (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*  The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).













                                  Page 1 of 5


CUSIP No. 931514 10 3                 13G                    Page 2 of 5 Pages
          -----------                                            ---  ---

- ------------------------------------------------------------------------------
 1. NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON

       Edna A. Walker
       ###-##-####
- ------------------------------------------------------------------------------
 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                          (a) [   ]
                          (b) [   ]
- ------------------------------------------------------------------------------
 3. SEC USE ONLY


- ------------------------------------------------------------------------------
 4. CITIZENSHIP OR PLACE OF ORGANIZATION

       United States
- ------------------------------------------------------------------------------
                 | 5. SOLE VOTING POWER
                 |
                 |    93,846 shares
                 |------------------------------------------------------------
    NUMBER OF    | 6. SHARED VOTING POWER
     SHARES      |
  BENEFICIALLY   |     1,699 shares
    OWNED BY     |------------------------------------------------------------
      EACH       | 7. SOLE DIPOSITIVE POWER
    REPORTING    |
     PERSON      |    93,846 shares
      WITH       |------------------------------------------------------------
                 | 8. SHARED DISPOSITIVE POWER
                 |
                 |     1,699 shares
- ------------------------------------------------------------------------------
 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    95,545 shares
- ------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- ------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.5%
- ------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*

    IN
- ------------------------------------------------------------------------------
                    * SEE INSTRUCTION BEFORE FILLING OUT

                             Page 2 of 5 Pages

Item  1(a). Name of Issuer:

            B.B. Walker Company

Item  1(b). Address of Issuer's Principal Executive Offices:

            414 East Dixie Drive
            Asheboro, NC 27203


Item  2(a). Name of Person Filing:

            Edna A. Walker

Item  2(b). Address of Principal Business Office or, if none, Residence

            414 East Dixie Drive
            Asheboro, NC 27203

Item  2(c). Citizenship:

            United States

Item  2(d). Title of Class of Securities:

            Common Stock, par value of $1.00 per share

Item  2(e). CUSIP Number

            931514 10 3


Item  3.    Type of Filing

            Not Applicable


Item  4.    Ownership (at December 31, 1999)
            If the percent of the class owned, as of December 31 of the year
            covered by the statement, or as of the last day of any month
            described in Rule 13d-1(b)(2), if applicable, exceeds five
            percent, provide the following information as of that date and
            identify those shares which there is a right to acquire.

            (a)  Amount Beneficially Owned:

                 95,545 shares of which 88,846 shares are owned directly,
                 1,699 shares are owned jointly with her son and daughter, and
                 5,000 shares Mrs. Walker has the right to acquire pursuant to
                 presently exercisable stock options granted to her by the
                 Company.  However, the above shares do not include 17,152
                 shares that are owned by Mrs. Walker's adult children.  Mrs.
                 Walker denies beneficial ownership of the 17,152 shares held
                 by her children.


                                Page 3 of 5 Pages

            (b)  Percent of Class:

                    5.5%

            (c)  Number of shares as to which such person has:
                   (i) sole power to vote or to direct the vote

                       93,846 shares

                  (ii) shared power to vote or to direct the vote

                        1,699 shares

                 (iii) sole power to dispose or to direct the disposition of

                       93,846 shares

                  (iv) shared power to dispose or to direct the disposition of

                        1,699 shares


Item  5.    Ownership of Five Percent or Less of a Class

            Not Applicable


Item  6.    Ownership of More than Five Percent on Behalf of Another Person

            Not Applicable


Item  7.    Identification and Classification of the Subsidiary Which Acquired
              the Security Being Reported on By the Parent Holding Company

            Not Applicable


Item  8.    Identification and Classification of Members of the Group

            Not Applicable


Item  9.    Notice of Dissolution of Group

            Not Applicable


Item 10.    Certification

            Not Applicable





                                Page 4 of 5 Pages

                                   SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.



                                          Date:  February 9, 1999
                                                 ----------------------------

                                     Signature:  EDNA A. WALKER
                                                 -----------------------------
                                                 Edna A. Walker








































                                Page 5 of 5 Pages



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