UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                (Amendment No. 6)


                    Under the Securities Exchange Act of 1934


                                Day Runner, Inc.

                                (Name of Issuer)


                           Common Stock, no par value

                         (Title of Class of Securities)


                                          239545106
                                 (CUSIP Number)


                   Check the following box if 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).










CUSIP:  239545106                                                   Page 2 of 6

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

         Felice Willat

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*
NUMBER OF
                                           480,084
SHARES

BENEFICIALLY                        6.     SHARED VOTING POWER*
                                           60,000

EACH                                7.     SOLE DISPOSITIVE POWER*

REPORTING                                  480,084

PERSON                              8.     SHARED DISPOSITIVE POWER*

WITH                                       60,000


9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         540,084

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

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         4.50%

12.      TYPE OF REPORTING PERSON

         IN


*See Exhibit 1 for an explanation of Ms. Willat's holdings.











CUSIP:  239545106                                                   Page 3 of 6

ITEM
1.

(a)      Day Runner, Inc.
(b)      2750 West Moore Avenue
         Fullerton, California 92633

ITEM 2.

(a)      Felice Willat
(b)      801 Greentree Road
         Pacific Palisades, California 90272
(c)      U.S.A.
(d)      Common Stock
(e)      239545106

ITEM 3.

         Not applicable.

ITEM 4.  Ownership.*

         (a)          Amount Beneficially owned:  540,084
         (b)          Percent of Class:  4.50%
         (c)          Number of shares as to which undersigned has:

                      (i)        Sole power to vote or direct the vote: 480,084
                      (ii)       Shared power to vote or direct the vote: 60,000
                     (iii)       Sole power to dispose or
                                 to direct the disposition: 480,084
                      (iv)       Shared power to dispose or to
                                 direct the disposition:  60,000

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

         If this statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following: [ ]

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

         Not applicable.

*See Exhibit 1 for an explanation of Ms. Willat's holdings.











CUSIP:  239545106                                                   Page 4 of 6

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.










CUSIP:  239545106                                                   Page 5 of 6

                                    SIGNATURE


         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 16, 1999


                                              /s/ FELICE WILLAT
                                              --------------------------
                                                  FELICE WILLAT










CUSIP:  239545106                                                   Page 6 of 6

                                    EXHIBIT 1


                             EXPLANATION OF HOLDINGS


Ms. Willat owns 440,084 shares as trustee of a trust for
the benefit of herself.

Ms. Willat owns 60,000 shares as co-trustee of various trusts for the benefit of
her children. Ms. Willat's former husband is the co-trustee of such trusts.

Ms. Willat is also the beneficial owner of 40,000 shares
subject to an option which is currently exercisable.