INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 disclosure 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).

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER
		0

	6.	SHARED VOTING POWER
		381,974

	7.	SOLE DISPOSITIVE POWER
		0

	8.	SHARED DISPOSITIVE POWER
		381,974

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	381,974

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.4%

12.	TYPE OF REPORTING PERSON*
	IN

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	o	Investment company registered under section 8 of the Investment Company Act
		of 1940 (15 U.S.C.80a-8);

(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with
		Rule 13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with
		Rule 13d-1(b)(1)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal
		Deposit Insurance Act (12 U.S.C.1813);

(i)	o	A church plan that is excluded from the definition of an investment company
		under section 3(c)(14) of the Investment Company Act of 1940
		(15 U.S.C.80a-3);

(j)	o	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

This filing relates to shares beneficially owned by Bernard A. Edison. Mr. B. Edison is the father of Peter A. Edison, Chairman of the Board and Chief Executive Officer of Bakers Footwear Group, Inc. Mr. B. Edison is also an advisor to the Board of Directors of Bakers Footwear Group, Inc. The shares listed above represent 76,155 shares owned by the Bernard A. Edison Revocable Trust. Also includes 76,980 shares owned by the Beatrice C. Edison Irrevocable Non-GST Trust for Bernard A. Edison dated 8-31-59, of which Mr. B. Edison is a co-trustee. Also includes 97,975 shares owned by the Beatrice C. Edison Irrevocable GST Trust for Bernard A. Edison Dated 8-31-59, of which Mr. B. Edison is a co-trustee. Also includes 33,380 shares held by the David A. Edison Revocable Trust, of which Mr. B. Edison is a co-trustee. Also includes 39,277 shares held by the Marilyn Sue Edison Revocable Trust, of which Mr. B. Edison is a co-trustee. Also includes 58,207 shares of common stock that may be acquired upon conversion of a subordinated convertible debenture held by the Beatrice C. Edison Irrevocable GST Trust for Bernard A. Edison Dated 8-31-59. Mr. B. Edison disclaims beneficial ownership of all shares held by the David A. Edison Revocable Trust and by the Marilyn Sue Edison Revocable Trust. Mr. B. Edison has shared voting and investment power with respect to the shares owned by the David A. Edison Revocable Trust, the Bernard A. Edison Revocable Trust, the Beatrice C. Edison Irrevocable GST Trust for Bernard A. Edison Dated 8-31-59, the Beatrice C. Edison Irrevocable Non-GST Trust for Bernard A. Edison dated 8-31-59 and the Marilyn Sue Edison Revocable Trust.

Mr. B. Edison shares beneficial ownership with respect to 381,974 shares. See item 4(a) above.

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.